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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