STOCK TITAN
  1. Home
  2. Sec-filings
  3. CME
  4. [8-K] CME GROUP INC. Reports Material Event

CME Group (CME) 2026 annual meeting results and adjourned Class B proposals

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CME Group Inc. held its 2026 annual meeting of shareholders on May 14, 2026, and reported the voting results. Shareholders representing 318,466,544 shares, or 87.78% of the 362,808,081 Class A and Class B shares outstanding as of March 16, 2026, were present in person or by proxy. Class B-1, B-2, B-3 and B-4 did not reach their required 33.3% quorum, so the proposals under Items 4 through 8 were adjourned to a virtual meeting on June 9, 2026. Equity director nominees were elected with strong majorities, and shareholders ratified Ernst & Young LLP as independent auditor for 2026. On an advisory basis, shareholders also approved compensation for the company’s named executive officers.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares outstanding 362,808,081 shares Class A and Class B issued and outstanding as of March 16, 2026
Shares represented at meeting 318,466,544 shares 87.78% of issued and outstanding Class A and B at 2026 meeting
Quorum requirement 33.3% Minimum of each common stock class needed present for quorum
Auditor ratification FOR votes 291,376,905 votes Votes for ratifying Ernst & Young LLP as 2026 auditor
Auditor ratification AGAINST votes 26,595,015 votes Votes against ratifying Ernst & Young LLP as 2026 auditor
Say-on-pay FOR votes 259,576,112 votes Advisory approval of named executive officer compensation
Say-on-pay AGAINST votes 34,530,288 votes Advisory vote against named executive officer compensation
Broker non-votes 23,505,825 Non-votes on equity director elections and say-on-pay item
broker non-votes financial
"There were a total of 23,505,825 broker non-votes in this proposal."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
quorum regulatory
"For each class of common stock, at least 33.3% ... must be present ... to obtain quorum."
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
independent auditor financial
"The proposal to ratify the appointment of Ernst & Young LLP as the Company's independent auditor for 2026 was approved..."
An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.
advisory basis regulatory
"The proposal to approve, on an advisory basis, the compensation of the Company's named executive officers was approved..."
named executive officers financial
"The proposal to approve, on an advisory basis, the compensation of the Company's named executive officers was approved..."
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
Understanding 8-K Material Events →
false0001156375false000115637500011563752026-05-142026-05-14

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 18, 2026 (May 14, 2026)
 
 _________________________________________________________
CME GROUP INC.
(Exact Name of Registrant as Specified in its Charter) 
_________________________________________________________ 
Delaware 001-31553 36-4459170
(State or Other Jurisdiction
of Incorporation)		 (Commission
File No.)		 (IRS Employer
Identification No.)
 
20 South Wacker DriveChicagoIllinois 60606
(Address of Principal Executive Offices) (Zip Code)
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):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Class A Common StockCMENasdaq
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 5.07. Submission of Matters to a Vote of Security Holders.

CME Group Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders on May 14, 2026 (the “Annual Meeting”). At the close of business on March 16, 2026, the record date of the Annual Meeting, the Company had 362,808,081 shares of Class A and Class B common stock issued and outstanding. The following shares were present at the Annual Meeting, either in person or by proxy.

Class(es) of Common Stock
Aggregate No. of Shares
% of the Issued and Outstanding
Classes A and B
318,466,54487.78 %
Class B-1
20733.12 %
Class B-2
25531.37 %
Class B-3
31124.16 %
Class B-4
10525.42 %

For each class of common stock, at least 33.3% of the common stock issued and outstanding must be present at the Annual Meeting to obtain quorum. Accordingly, Class B-1, Class B-2, Class B-3 and Class B-4 did not reach quorum. In light of the low participation from the Class B shareholders at the Annual Meeting, the proposals presented under Items 4 through 8 were adjourned to a meeting to be held virtually on June 9, 2026 at 11:00 a.m. Central Time.

The results of the proposals that were voted on at the Annual Meeting, which are described in further detail in the Company's definitive proxy statement on Schedule 14A filed with the SEC on March 23, 2026, are as follows:

1.Each of the Equity Director nominees were elected to serve until the 2027 annual meeting of shareholders based on the following votes. For this item, Class A and Class B shareholders vote together as a single class. There were a total of 23,505,825 broker non-votes in this proposal.
Equity DirectorsFORAGAINSTABSTAIN
Terrence A. Duffy267,885,38626,615,419459,914
Kathryn Benesh286,032,0478,324,133604,539
Timothy S. Bitsberger267,913,18826,461,432586,099
Charles P. Carey252,305,37041,546,8961,108,453
Bryan T. Durkin280,480,50813,830,690649,521
Harold Ford Jr.285,672,9598,650,548637,212
Martin J. Gepsman242,151,52552,090,523718,671
Daniel G. Kaye281,023,71713,356,331580,671
Phyllis M. Lockett258,393,13935,557,4921,010,088
Deborah J. Lucas286,008,9828,354,274597,463
Rahael Seifu271,627,73722,563,896769,086
William R. Shepard268,926,95425,612,160421,605
Howard J. Siegel273,255,55421,183,226521,939
Dennis A. Suskind257,757,95436,335,165867,600







2.The proposal to ratify the appointment of Ernst & Young LLP as the Company's independent auditor for 2026 was approved based upon the following votes. For this item, Class A and Class B shareholders vote together as a single class.

FORAGAINSTABSTAIN
291,376,90526,595,015494,624


3.The proposal to approve, on an advisory basis, the compensation of the Company's named executive officers was approved based upon the following votes. For this item, Class A and Class B shareholders vote together as a single class. There were a total of 23,505,825 broker non-votes for this proposal.

FORAGAINSTABSTAIN
259,576,11234,530,288854,319








SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 CME Group Inc.
 Registrant
Date: May 19, 2026 By: /s/ Jonathan Marcus
 Name:
Title:		 
Jonathan Marcus
Senior Managing Director and
General Counsel


  








Source: View Original Filing on SEC EDGAR

FAQ

What did CME (CME) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing equity directors, ratifying Ernst & Young LLP as the 2026 independent auditor, and approving named executive officer compensation on an advisory basis. Additional proposals were postponed to a later meeting.

How many CME (CME) shares were represented at the 2026 annual meeting?

The meeting had 318,466,544 shares represented, equal to 87.78% of the 362,808,081 Class A and Class B shares outstanding as of March 16, 2026. This indicates strong overall turnout across the combined classes.

Were CME (CME) director nominees elected at the 2026 annual meeting?

Each equity director nominee was elected to serve until the 2027 annual meeting. Vote totals showed large majorities "FOR" each candidate, with varying levels of "AGAINST" and "ABSTAIN" votes plus 23,505,825 broker non-votes reported.

Did CME (CME) shareholders approve the company’s 2026 independent auditor?

Yes. Shareholders approved Ernst & Young LLP as independent auditor for 2026 with 291,376,905 votes "FOR", 26,595,015 "AGAINST" and 494,624 "ABSTAIN" when Class A and Class B shareholders voted together as a single class.

How did CME (CME) shareholders vote on executive compensation in 2026?

On an advisory basis, shareholders approved the compensation of named executive officers with 259,576,112 votes "FOR", 34,530,288 "AGAINST" and 854,319 "ABSTAIN", plus 23,505,825 broker non-votes. This reflects majority support for current pay practices.

Why were some CME (CME) proposals adjourned to June 9, 2026?

Class B-1, B-2, B-3 and B-4 did not meet the required 33.3% quorum of issued and outstanding shares. Because of this low Class B participation, proposals under Items 4 through 8 were adjourned to a virtual meeting on June 9, 2026.

Filing Exhibits & Attachments

3 documents

Other Documents