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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) May 9, 2025 (May 8, 2025)
 
 _________________________________________________________
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 2025 Annual Meeting of Shareholders on May 8, 2025 (the “Annual Meeting”).

At the close of business on March 10, 2025, the record date of the Annual Meeting, the Company had 360,382,710 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
311,658,70986.47 %
Class B-1
12419.84 %
Class B-2
18122.26 %
Class B-3
21416.63 %
Class B-4
6315.25 %

The results of the proposals are as follows:

1.    The election of fourteen Equity Directors to serve until 2026 (elected by the Class A and Class B shareholders voting together as a single class):

Name
Votes For
Against
Abstain
Terrence A. Duffy
257,017,43630,433,594348,259
Kathryn Benesh
280,349,4697,048,438401,382
Timothy S. Bitsberger270,197,54417,133,091468,654
Charles P. Carey251,333,76936,107,244358,276
Bryan T. Durkin273,896,66613,381,716520,907
Harold Ford Jr.278,840,9458,618,718339,626
Martin J. Gepsman244,933,47842,487,931377,880
Daniel G. Kaye275,131,05912,227,449440,781
Phyllis M. Lockett170,012,222111,549,8786,237,189
Deborah J. Lucas280,118,5237,252,638428,128
Rahael Seifu278,921,5548,460,622417,113
William R. Shepard268,859,06518,679,686260,538
Howard J. Siegel267,743,44119,671,146384,702
Dennis A. Suskind244,819,21442,491,525488,550

There were a total of 23,859,420 broker non-votes in this proposal.

2.    The ratification of the appointment of Ernst & Young LLP as the Company’s independent public accounting firm for 2025 (ratified by the Class A and Class B shareholders voting together as a single class) was approved:
Votes ForVotes AgainstAbstentions
289,994,51121,300,039364,159




3.    The advisory vote of the compensation of the Company’s named executive officers (by the Class A and Class B shareholders voting together as a single class) was approved:
Votes ForVotes AgainstAbstentions
251,216,94636,031,154551,189

There were a total of 23,859,420 broker non-votes in this proposal.

4.    The election of Class B Directors:

a.    In the election of the three Class B-1 Directors, no quorum was achieved. Therefore, William W. Hobert, Patrick J. Mulchrone and Robert J. Tierney Jr. are each a “holdover” under Delaware law and the Company’s bylaws. They will continue to serve until their successors are duly elected at the 2026 Annual Meeting or their earlier resignation or removal.

Name
Votes For
Votes Against
Abstentions
William W. Hobert
10969
Patrick J. Mulchrone
11068
Robert J. Tierney Jr.
110410

b.    In the election of the two Class B-2 Directors, no quorum was achieved. Therefore, Patrick W. Maloney is a “holdover” under Delaware law and the Company’s bylaws. He will continue to serve until his successor is duly elected at the 2026 Annual Meeting or his earlier resignation or removal. There is a vacancy in one of the Class B-2 director positions until an individual is duly elected to the position. The next election will be in 2026.

Name
Votes For
Votes Against
Abstentions
Patrick W. Maloney
1401229
Liam G. Smith
153919

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 2026 Annual Meeting or her earlier resignation or removal.

Name
Votes For
Votes Against
Abstentions
Elizabeth A. Cook
1583818


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 9, 2025 By: /s/ Jonathan Marcus
 Name:

Title:		 
Jonathan Marcus
Senior Managing Director and
General Counsel