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CME Group (CME) shareholders reject changes to Class B director election rights

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(Moderate)
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Form Type
8-K

Rhea-AI Filing Summary

CME Group Inc. reported final voting results from its reconvened 2026 Annual Meeting of Shareholders. Proposals to eliminate the rights of Class B-1 and Class B-2 shareholders to elect their own directors did not pass, despite strong support from the combined Class A and B shares. A related amendment to the certificate of incorporation received majority approval but will not be filed because it was contingent on those governance changes and a Class B-3 proposal, which did not achieve quorum. All Class B-1 and Class B-2 directors standing for election were re-elected to serve until the 2027 annual meeting, while Class B-3 director Elizabeth A. Cook will continue as a holdover director until her successor is elected or she resigns.

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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 present at meeting 295,193,470 shares Shares present at adjourned Annual Meeting; 81.36% of Classes A and B
Class B-1 quorum level 43.04% Class B-1 shares present as a percentage of B-1 issued and outstanding
Class B-2 quorum level 38.01% Class B-2 shares present as a percentage of B-2 issued and outstanding
Class B-3 quorum level 28.44% Class B-3 shares present as a percentage of B-3 issued and outstanding; below 33.3% quorum
Item 4 combined FOR votes 291,250,517 shares FOR votes from Classes A and B on eliminating Class B-1 director election right
Item 5 combined FOR votes 291,226,600 shares FOR votes from Classes A and B on eliminating Class B-2 director election right
Item 7 FOR percentage 80.29% FOR votes from Classes A and B on charter amendment relative to votes cast
Annual Meeting of Shareholders financial
"held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”)."
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
quorum financial
"Due to lack of quorum among the Class B-1, Class B-2 and Class B-3 shareholders"
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.
certificate of incorporation financial
"The proposal relating to an amendment to our certificate of incorporation passed"
A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.
broker non-votes financial
"The following shares were present at the adjourned Annual Meeting, either in person or by proxy (total excludes broker non-votes)"
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.
holdover financial
"Elizabeth A. Cook is a “holdover” under Delaware law and the Company’s bylaws."
proxy statement financial
"described in further detail in the Company's definitive proxy statement on Schedule 14A"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
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Understanding 8-K Material Events →
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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) June 10, 2026 (June 9, 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.

On May 14, 2026, CME Group Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). Due to lack of quorum among the Class B-1, Class B-2 and Class B-3 shareholders, the proposals presented under Items 4 through 8 were adjourned until June 9, 2026. These Items are described in further detail in the Company's definitive proxy statement on Schedule 14A filed with the SEC on March 23, 2026.

On June 9, 2026, the Company reconvened its Annual Meeting with regard to Items 4 through 8. 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 adjourned Annual Meeting, either in person or by proxy (total excludes broker non-votes):

Class(es) of Common Stock
 Shares Issued and Outstanding
Aggregate No. of Shares Present
% of the Issued and Outstanding
Classes A and B
362,808,081295,193,47081.36 %
Class B-1
62526943.04 %
Class B-2
81330938.01 %
Class B-3
1,28736628.44 %
Class B-4
41313031.48 %

For each class of common stock voting separately on a proposal being presented at the Annual Meeting at least 33.3% of the class of common stock issued and outstanding must be present at the Annual Meeting to obtain quorum. Accordingly, the shares of Class B-3 common stock did not reach quorum and, therefore, Items 6 and 8c were not presented for approval to the Class B-3 shareholders.

The results of the proposals that were voted on at the adjourned Annual Meeting are as follows:

1.Item 4 - The proposal to eliminate the right of the Class B-1 shareholders to elect three directors did not pass. In order to pass, this Item required an affirmative vote from the holders of a majority of the outstanding shares of Class B-1 common stock voting as a single class and an affirmative vote from the holders of a majority of the outstanding shares of Class A and all Class B shareholders voting together as a single class.

Class(es) of Common StockFORFOR (%)AGAINSTABSTAIN
Class B-117427.84 %923
Classes A and B
291,250,51780.27 %2,439,8751,503,078

2.Item 5 - The proposal to eliminate the right of the Class B-2 shareholders to elect two directors did not pass. In order to pass, this Item required an affirmative vote from the holders of a majority of the outstanding shares of Class B-2 common stock voting as a single class and an affirmative vote from the holders of a majority of the outstanding shares of Class A and all Class B shareholders voting together as a single class.

Class(es) of Common StockFORFOR (%)AGAINSTABSTAIN
Class B-219023.37 %1154
Classes A and B
291,226,60080.27 %2,461,3951,505,475









3.Item 6 - The proposal to eliminate the right of the Class B-3 shareholders to elect one director did not achieve quorum.


4.Item 7 - The proposal relating to an amendment to our certificate of incorporation passed; however, the amendment will not be filed, since its approval was contingent upon the approval of Items 4, 5 and 6. In order to pass, this Item required affirmative approval from the holders of a majority of the outstanding shares of Class A and Class B shareholders voting together as a single class.

Class(es) of Common StockFORFOR (%)AGAINSTABSTAIN
Classes A and B
291,324,52580.29 %2,267,8731,601,072


5.Item 8 - Election of the Class B Directors:

a.Each of the Class B-1 directors have been re-elected to serve until the 2027 annual meeting of shareholders. For this Item, only Class B-1 shareholders vote.

Class B-1 DirectorsFORAGAINSTABSTAIN
William H. Hobert (WH)2121443
Patrick J. Mulchrone (PJM)220742
Robert J. Tierney Jr. (RJT)219842


b.The Class B-2 director has been re-elected to serve until the 2027 annual meeting of shareholders. For this Item, only Class B-2 shareholders vote.

Class B-2 DirectorFORAGAINSTABSTAIN
Patrick W. Maloney (PAT)2381457


c.In the election of one Class B-3 Director, no quorum was achieved. Therefore, Elizabeth A. Cook is a “holdover” under Delaware law and the Company’s bylaws. She will continue to serve until her successor is duly elected at the 2027 Annual Meeting or her earlier resignation.






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: June 10, 2026 By: /s/ Jonathan Marcus
 Name:
Title:		 
Jonathan Marcus
Senior Managing Director and
General Counsel


  








Source: View Original Filing on SEC EDGAR

FAQ

What key governance decisions were made at CME Group (CME)'s 2026 Annual Meeting?

CME Group shareholders kept existing Class B director election rights and re-elected all Class B-1 and Class B-2 directors to serve until 2027, maintaining the company’s current governance structure for those seats.

Did CME Group (CME) shareholders approve eliminating Class B director election rights?

No. Proposals to eliminate Class B-1 and Class B-2 shareholders’ rights to elect their own directors failed, as they did not receive majority approval within each affected Class B share class.

What happened to CME Group (CME)'s proposed charter amendment at the 2026 meeting?

Shareholders approved an amendment to the certificate of incorporation, but it will not be filed because its effectiveness was contingent on passing related Items 4, 5 and 6, which did not all succeed.

Were CME Group (CME) Class B directors re-elected at the 2026 Annual Meeting?

Yes. All Class B-1 directors and the Class B-2 director on the ballot were re-elected to terms ending at the 2027 annual meeting, based on votes cast solely by their respective share classes.

Why is CME Group (CME) Class B-3 director Elizabeth A. Cook continuing as a holdover?

The Class B-3 director election failed to reach quorum, so under Delaware law and company bylaws, Elizabeth A. Cook remains a holdover director until a successor is elected at the 2027 meeting or she resigns.

Did all CME Group (CME) share classes reach quorum at the reconvened 2026 meeting?

No. Overall, 81.36% of Class A and B shares were represented, but Class B-3 shares did not reach their 33.3% quorum threshold, preventing votes on Item 6 and Item 8c for that class.

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