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CME GROUP INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

May 28, 2014

Item 1.01. Entry into a Material Definitive Agreement.

At the 2014 CME Group Inc. (the "Company") Annual Meeting of Shareholders held on May 21, 2014, (the "Annual Meeting") shareholders approved proposals to adopt amendments to the Company's Director Stock Plan and its Incentive Plan for Named Executive Officers. The amendments to the Director Stock Plan include an extension of the term of the plan to May 21, 2024. The amendments to the Incentive Plan for Named Executive Officers include an extension of the term until May 21, 2019 in accordance with Section 162(m) of the Internal Revenue Code and the addition of certain performance metrics.

The foregoing description is only a summary, does not purport to be complete and is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of the CME Group Inc. Director Stock Plan and the Amended and Restated CME Group Inc. Incentive Plan for Named Executive Officers, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, hereto and are incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the close of business on March 26, 2014, the record date of the Annual Meeting, the Company had 335,783,451 shares of Class A common stock and 3,138 shares of Class B common stock issued and outstanding. The holders of a total of 287,483,105 shares of Class A and Class B common stock were present at the Annual Meeting, either in person or by proxy, which total constituted approximately 86% of the issued and outstanding shares on the record date for the Annual Meeting. Additionally, approximately 45% of the Class B-1, 41% of the Class B-2 and 39% of the Class B-3 shares of common stock were present at the Annual Meeting, either in person or by proxy.

The results of the proposals are as follows:

1. The election of eighteen Equity Directors to serve until 2015 (elected by the Class A and Class B shareholders voting together as a single class): Name Votes For Votes Against Abstentions Terrence A. Duffy 249,587,781 7,732,137 577,717 Phupinder S. Gill 250,871,543 6,512,528 513,564 Timothy S. Bitsberger 251,383,907 5,336,349 1,177,379 Charles P. Carey 248,391,839 7,254,370 2,251,426 Dennis H. Chookaszian 229,891,575 25,362,269 2,643,791 Martin J. Gepsman 248,148,851 8,673,949 1,074,835 Larry G. Gerdes 250,986,235 5,704,247 1,207,153 Daniel R. Glickman 248,539,794 8,239,602 1,118,239 J. Dennis Hastert 251,114,141 5,932,515 850,979 Leo Melamed 228,945,715 26,865,352 2,086,568 William P. Miller II 250,040,090 6,667,906 1,189,639 James E. Oliff 249,601,313 7,445,972 850,350 Edemir Pinto 248,525,886 6,846,605 2,525,144 Alex J. Pollock 249,416,060 7,170,535 1,311,040 John F. Sandner 246,778,761 8,906,919 2,211,955 Terry L. Savage 249,637,120 7,436,711 823,804 William R. Shepard 226,185,792 30,960,752 751,091 Dennis A. Suskind 251,668,168 5,148,771 1,080,696



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There were a total of 29,585,470 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 2014 (ratified by the Class A and Class B shareholders voting together as a single class): Votes For Votes Against Abstentions 282,707,606 4,201,656 573,843 3. The approval, by advisory vote, of the compensation of the Company's named executive officers (approved by the Class A and Class B shareholders voting together as a single class): Votes For Votes Against Abstentions 249,471,197 6,485,927 1,940,511



There were a total of 29,585,470 broker non-votes in this proposal.

4. Approval of an amendment to the CME Group Inc. Director Stock Plan (approved by the Class A and Class B shareholders voting together as a single class): Votes For Votes Against Abstentions 247,251,655 9,342,931 1,303,049



There were a total of 29,585,470 broker non-votes in this proposal.

5. Approval of an amendment to the CME Group Inc. Incentive Plan for our Named Executive Officers (approved by the Class A and Class B shareholders voting together as a single class): Votes For Votes Against Abstentions 250,513,253 6,209,508 1,174,874



There were a total of 29,585,470 broker non-votes in this proposal.

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6. Approval of an amendment to the CME Group Inc. Certificate of Incorporation to modify the director election rights of certain Class B shareholders resulting in a reduction in the number of "Class B directors" from six to three (failed to receive the requisite approval):



Class A and Class B shareholders voting together:

Votes For Votes Against Abstentions 252,235,984 5,241,154 420,497



There were a total of 29,585,470 broker non-votes in this proposal.

Class B-1 shareholders only:

Votes For Votes Against Abstentions 99 180 3



Class B-2 shareholders only:

Votes For Votes Against Abstentions 138 190 8



Class B-3 shareholders only:

Votes For Votes Against Abstentions 160 321 18 7. The election of Class B Directors: a. The election of three Class B-1 Directors to serve until 2015 from a slate of four nominees (the nominees in bold were elected by the Class B-1 shareholders): Name Votes For Votes Against Abstentions Jeffrey M. Bernacchi 195 23 53 Bruce F. Johnson 174 43 54 Howard J. Siegel 193 29 49 Brett C. Simons 93 61 117 b. The election of two Class B-2 Directors to serve until 2015 from a slate of four nominees (the nominees in bold were elected by the Class B-2 shareholders): Name Votes For Votes Against Abstentions Raymond S. Cahnman 61 82 169 Patrick W. Maloney 113 73 126 Ronald A. Pankau 148 53 111 David J. Wescott 202 46 64



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c. The election of one Class B-3 Director to serve until 2015 from a slate of four nominees (the nominee in bold was elected by the Class B-3 shareholders): Name Votes For Votes Against Abstentions Gary M. Katler 120 154 204 Peter J. Kosanovich 89 144 245 Robert J. Prosi 77 156 245 Steven E. Wollack 141 115 222 8. The election of Class B Nominating Committees: a. The election of five members of the Class B-1 Nominating Committee to serve until 2015 from a slate of ten nominees (the nominees in bold were elected by the Class B-1 shareholders): Name Votes For Votes Against Abstentions William C. Bauman 118 27 126 Thomas A. Bentley 87 50 134 John G. Connelly 88 52 131 Michael J. Downs 115 41 115 John C. Garrity 133 28 110 Bradley S. Glass 83 56 132 Mark S. Kobilca 52 68 151 Douglas M. Monieson 95 47 129 Brian J. Muno 92 53 126 Jeremy J. Perlow 62 64 145 b. The election of five members of the Class B-2 Nominating Committee to serve until 2015 from a slate of nine nominees (the nominees in bold were elected by the Class B-2 shareholders): Name Votes For Votes Against Abstentions Jeffrey R. Carter 154 32 139 Richard J. Duran 128 44 153 Yra G. Harris 198 23 104 Timothy A. Lattner 102 50 173 Patrick J. Mulchrone 201 27 97 Robert J. Tierney 65 66 194 Stuart A. Unger 140 46 139 Gregory J. Veselica 123 49 153 Barry D. Ward 115 50 160



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c. The election of five members of the Class B-3 Nominating Committee to serve until 2015 from a slate of ten nominees (the nominees in bold were elected by the Class B-3 shareholders): Name Votes For Votes Against Abstentions J. Kenny Carlin 199 75 206 Elizabeth A. Cook 262 53 165 Bryan P. Cooley 246 57 177 Lester E. Crockett Jr. 139 99 242 Laurence E. Dooley 138 94 248 Mario J. Florio 168 71 241 David P. Gaughan 159 * 89 232 Kevin P. Heaney 113 95 272 Scott D. Moore 95 117 268 Donald J. Sliter 159 * 92 229 * Due to the tie, Messrs. Gaughan and Sliter came to an agreement whereby, Mr. Sliter would serve on the Class B-3 Nominating Committee.



Item 9.01. Financial Statements and Exhibits.

10.1 CME Group Inc. Director Stock Plan (Amended and Restated as of May 21, 2014) 10.2 Amended and Restated CME Group Inc. Incentive Plan for Named Executive Officers (Amended and Restated as of May 21, 2014)



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Source: Edgar Glimpses