Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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.
Item 8.01 Other Events.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
3.1 Fifteenth Amended and Restated Bylaws of CME Group Inc., effective
as of February 5, 2020
99.1 Press release, dated February 6, 2020, regarding Mr. Durkin.
104 Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101)
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