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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) December 9, 2022 (December 7, 2022)

 

 

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 Drive   Chicago   Illinois   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)

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

symbol

  

Name of each exchange

on which registered

Class A Common Stock   CME   Nasdaq

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))

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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 7, 2022, the Board of Directors (the “Board”) of CME Group Inc. (the “Company”) approved and adopted Amended and Restated Bylaws of the Corporation (the “Amended Bylaws”), effective December 7, 2022, in order to, among other things, address matters relating to Rule 14a-19 (the “Universal Proxy Rules”) under the Securities Exchange Act of 1934, as amended.

The following is a summary of the substantive changes:

 

  •  

Requiring evidence of compliance with the shareholder solicitation requirement in the Universal Proxy Rules.

 

  •  

Providing the Company a remedy if a shareholder fails to satisfy the requirements of the Universal Proxy Rules.

 

  •  

Removal of references to the use of Class B Nominating Committees for the election of Class B Directors. The use of Class B Nominating Committees concluded as of our 2020 Annual Meeting.

In addition, the Amended Bylaws also incorporate certain other non-substantive and clarifying changes.

The foregoing summary of the amendments effected by the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended Bylaws, which are filed as Exhibit 3.1 hereto and are incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit

Number

   

Description

3.1    Seventeenth Amended and Restated Bylaws of CME Group Inc.
104    The cover page from CME Group Inc.’s Current Report on Form 8-K, formatted in Inline XBRL.

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: December 9, 2022     By:  

/s/ Jonathan Marcus

    Name:   Jonathan Marcus
    Title:  

Sr MD General Counsel and

Duly Authorized Officer
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