Current Report Filing (8-k)
May 09 2018 - 9:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 8, 2018
CME GROUP INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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001-31553
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36-4459170
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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20 South Wacker Drive, Chicago, Illinois
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60606
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (312)
930-1000
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation
of the registrant under any of the following provisions (
see
General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On May 8, 2018, the Compensation Committee of the Board of Directors (the
Board
) of CME Group Inc. (the
Company
) recommended and the Board approved an amended and restated employment agreement (the
Amended Agreement
) with Terrence A. Duffy, the Companys
Chairman and Chief Executive Officer, which extends Mr. Duffys current term from December 31, 2020 to December 31, 2022 on substantially the same terms as his existing agreement. No changes were made to Mr. Duffys
minimum annual base salary, target bonus opportunity or target grant date value opportunity. Under the Amended Agreement, if Mr. Duffy is employed by the Company on December 31, 2022, (i) Mr. Duffy will be entitled to a bonus
opportunity under the Companys incentive plan for the 2022 plan year (without any requirement to remain employed after such date), and (ii) all outstanding unvested time-vesting equity awards granted to Mr. Duffy after
December 31, 2020 will vest and all of Mr. Duffys performance-based equity awards granted during such period shall become vested or be forfeited solely based on actual performance measured over the full performance term, which bonus
award and vesting are subject to Mr. Duffys timely execution and delivery of a general release.
The foregoing description is only a summary of
certain terms of the Amended Agreement and is qualified in its entirety by the complete text of the Amended Agreement, which is attached to this report as Exhibit 10.1 and is incorporated herein by reference as though fully set forth herein.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
Number
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Description
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10.1
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Amended and Restated Agreement, effective as of May 8, 2018, by and between CME Group Inc. and Terrence A. Duffy
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EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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CME Group Inc.
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Registrant
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Date: May 8, 2018
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By:
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/s/ Kathleen M. Cronin
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Name:
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Kathleen M. Cronin
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Title:
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Senior Managing Director, General Counsel and Corporate Secretary
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