Current Report Filing (8-k)
February 07 2020 - 4:02PM
Edgar (US Regulatory)
false 0001156375 --12-31 0001156375 2020-02-05 2020-02-05
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): February 5, 2020
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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Registrant’s 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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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
symbol(s)
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Name of each exchange
on which registered
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Class A Common Stock
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CME
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NASDAQ
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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. ☐
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On February 6, 2020, CME Group Inc. (the “Company”) announced that Bryan T. Durkin will step down as President in May of this year. At that time, Mr. Durkin will begin serving as a special advisor to the Company, reporting to CME Group Chairman and Chief Executive Officer Terrence A. Duffy.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On and effective as of February 5, 2020, the Board of Directors (the “Board”) of the Company amended and restated the Company’s Fourteenth Amended and Restated Bylaws (as so amended and restated, the “Bylaws”), to modify the nomination process for Class B Directors (as defined in the Bylaws). As provided in the Bylaws, in connection with the 2021 annual meeting of shareholders and at each annual meeting thereafter, nominees for each class of Class B Directors will include eligible nominees selected by the Board’s Nominating and Governance Committee and nominees who satisfy the existing requirements for write-in nominees. As a consequence, the Class B Nominating Committees (as defined in the Bylaws) will be eliminated as of the 2020 annual meeting of shareholders.
As provided by the Bylaws, the nominations of Class B Directors for the 2020 annual meeting of shareholders, to be held May 6, 2020, were selected by the existing, applicable Class B Nominating Committees. There will not be an election at the 2020 annual meeting of shareholders for new Class B Nominating Committees.
Additionally, the Bylaws formalize the combination of the Nominating and Governance Committees of the Board into a single committee.
The foregoing description of the amendments to the Bylaws is a summary only and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached as Exhibit 3.1 to this report and incorporated herein by reference as though fully set forth herein.
The Company issued a press release regarding Mr. Durkin stepping down from his role as President. A copy of the press release is attached to this report as Exhibit 99.1 and is hereby furnished pursuant to this Item 8.01.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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: February 7, 2020
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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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