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) ~~April~~May 259, 2025 (May ~~April 23~~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 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)

______________________________________________________

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 class	Trading symbol	Name of each exchange on which registered
Class A Common Stock	CME	Nasdaq

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 15.0107. Submission ~~Entry~~of ~~into~~Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

~~Senior~~CME ~~Credit~~Group ~~Facility~~Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders on May 8, 2025 (the “Annual Meeting”).

~~Effective~~At asthe close of ~~April~~business 23on March 10, 2025, ~~CME~~the ~~Group~~record ~~Inc.~~date ~~(“CME~~of ~~Group”)~~the ~~entered~~Annual ~~into~~Meeting, athe ~~new~~Company ~~multi-currency~~had ~~revolving~~360,382,710 ~~credit~~shares ~~facility~~of ~~(the~~Class ~~“Senior~~A ~~Credit~~and ~~Facility”)~~Class ~~with~~B ~~certain~~common ~~lenders,~~stock ~~agents,~~issued ~~arrangers,~~and ~~bookrunners~~outstanding. The ~~and~~following ~~Bank~~shares ofwere ~~America,~~present ~~N.A.~~at the Annual Meeting, aseither ~~Administrative~~in ~~Agent~~person or by proxy.

The Senior Credit Facility is for a line of credit of $2.25 billion with the option to increase the facility from time to time from $2.25 billion to $3.25 billion. The proceeds of the Senior Credit Facility can be used for ongoing working capital and other general corporate purposes. The Senior Credit Facility is voluntarily pre-payable from time to time without premium or penalty.


Class(es) of Common Stock	Aggregate No. of Shares	% of the Issued and Outstanding
Classes A and B	311,658,709	86.47	%
Class B-1	124	19.84	%
Class B-2	181	22.26	%
Class B-3	214	16.63	%
Class B-4	63	15.25	%

The ~~maturity~~results ~~date~~ of the ~~Senior~~proposals ~~Credit~~are ~~Facility~~as ~~is April 23, 2030.~~follows:

1. The ~~Senior~~election ~~Credit Facility agreement includes representations and warranties, covenants and events~~ of ~~default,~~fourteen ~~including~~Equity ~~requirements~~Directors ~~that~~to ~~CME~~serve ~~Group~~until ~~maintain~~2026 a(elected ~~minimum~~by ~~consolidated net worth, as well as customary limitations on liens on~~ the ~~assets~~Class ofA ~~CME Group~~ and ~~its~~Class ~~significant~~B ~~subsidiaries,~~shareholders ~~subsidiary~~voting ~~indebtedness~~together ~~and~~as ~~fundamental~~a ~~changes,~~single ~~including~~class): ~~certain~~

mergers and consolidations of CME Group and its significant subsidiaries, certain dispositions of all or substantially all of the consolidated assets of CME Group and its subsidiaries taken as a whole or of more than 50% of the voting stock of Chicago Mercantile Exchange Inc. (“CME”), Board of Trade of the City of Chicago, Inc. or New York Mercantile Exchange, Inc. and certain liquidations and dissolutions of CME Group and its significant subsidiaries.


Name	Votes For	Against	Abstain
Terrence A. Duffy	257,017,436	30,433,594	348,259
Kathryn Benesh	280,349,469	7,048,438	401,382
Timothy S. Bitsberger	270,197,544	17,133,091	468,654
Charles P. Carey	251,333,769	36,107,244	358,276
Bryan T. Durkin	273,896,666	13,381,716	520,907
Harold Ford Jr.	278,840,945	8,618,718	339,626
Martin J. Gepsman	244,933,478	42,487,931	377,880
Daniel G. Kaye	275,131,059	12,227,449	440,781
Phyllis M. Lockett	170,012,222	111,549,878	6,237,189
Deborah J. Lucas	280,118,523	7,252,638	428,128
Rahael Seifu	278,921,554	8,460,622	417,113
William R. Shepard	268,859,065	18,679,686	260,538
Howard J. Siegel	267,743,441	19,671,146	384,702
Dennis A. Suskind	244,819,214	42,491,525	488,550

~~The~~There ~~Senior~~were ~~Credit~~a ~~Facility~~total ~~amends and restates the Credit Agreement, dated as~~ of ~~November 12~~23, ~~2021~~859,420 ~~among~~broker ~~CME Group Inc., certain financial institutions and other persons party thereto as lenders, and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.1 to CME Group Inc.’s Form 8~~non-K,votes ~~filed~~in ~~with~~this ~~the SEC on November 16, 2021)~~proposal.

2. The ~~foregoing~~ratification ~~description~~ of the ~~Senior~~appointment ~~Credit~~of ~~Facility~~Ernst is& ~~only~~Young aLLP ~~summary,~~as ~~does~~the ~~not~~Company’s ~~purport~~independent topublic beaccounting ~~complete~~firm ~~and~~for is2025 ~~qualified~~(ratified ~~in its entirety~~ by ~~reference to, and should be read in conjunction with,~~ the ~~complete~~Class ~~text~~A ofand ~~the~~Class ~~Senior~~B ~~Credit~~shareholders ~~Facility,~~voting ~~which~~together ~~is filed~~ as ~~Exhibit~~a ~~10.1~~single ~~hereto~~class) ~~and~~was ~~is incorporated herein by reference.~~approved:

Clearing House Credit Facility


Votes For	Votes Against	Abstentions
289,994,511	21,300,039	364,159

~~Effective as of April 23, 2025, CME entered into an amendment (the “Amendment No~~3. The ~~10”)~~advisory tovote ~~its~~of ~~364-day multi-currency credit facility (~~the ~~“364-Day~~compensation ~~Credit Facility”) with Bank~~ of ~~America,~~the ~~N.A.,~~Company’s innamed ~~its~~executive ~~capacity~~officers as(by ~~Administrative~~the ~~Agent,~~Class ~~Citibank, N.~~A., ~~in its capacity as Collateral Agent~~ and ~~Collateral~~Class ~~Monitoring~~B ~~Agent,~~shareholders ~~and~~voting ~~the~~together ~~banks party thereto. The 364-Day Credit Facility~~ as ~~amended~~a bysingle ~~the~~class) ~~Amendment~~was ~~10 is referred to as the “Existing 364-Day Credit Facility.”~~approved:

The Existing 364-Day Credit Facility is for a multi-currency revolving secured credit facility of $7 billion (which is eligible to be increased to $10 billion). The proceeds of the Existing 364-Day Credit Facility may be used to provide temporary liquidity in the unlikely event a clearing firm fails to promptly discharge an obligation to the clearing house, in the event of a liquidity constraint or default by a depositary (custodian for our collateral), in the event of a temporary disruption with the domestic payments system that would delay payment of settlement variation between CME and its clearing firms, or in other cases as provided by the CME rulebook. Clearing firm guaranty fund contributions received in the form of cash or U.S. Treasury securities as well as the performance bond assets (pursuant to the CME rulebook) can be used to collateralize the facility. The Existing 364-Day Credit Facility contains a requirement that CME remain in compliance with a consolidated tangible net worth test.


Votes For	Votes Against	Abstentions
251,216,946	36,031,154	551,189

~~The~~There ~~foregoing~~were ~~description of the Existing 364-Day Credit Facility is only~~ a ~~summary,~~total ~~does~~of ~~not purport to be complete and is qualified in its entirety by reference to~~23, ~~and should be read in conjunction with~~859,420 ~~the~~broker ~~complete text of the Existing 364~~non-~~Day~~votes ~~Credit~~in ~~Facility,~~this ~~which is filed as Exhibit 10~~proposal.2 ~~hereto and is incorporated herein by reference.~~

~~Item 2~~4.03 The ~~Creation~~election of aClass ~~Direct~~B ~~Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~Directors:

~~The~~a. In ~~information~~the ~~set~~election ~~forth~~of inthe ~~Item~~three Class B-1 Directors, no quorum was achieved.01 ~~above~~Therefore, isWilliam ~~hereby~~W. ~~incorporated~~Hobert, byPatrick ~~reference~~J. Mulchrone and Robert J. Tierney Jr. are each a “holdover” under ~~this~~Delaware ~~Item~~law 2and the Company’s bylaws.03 They will continue to serve until their successors are duly elected at the 2026 Annual Meeting or their earlier resignation or removal.

Item 9.01 Financial Statements and Exhibits.


Name	Votes For	Votes Against	Abstentions
William W. Hobert	109	6	9
Patrick J. Mulchrone	110	6	8
Robert J. Tierney Jr.	110	4	10

ExhibitNumber						Description
10.1						Credit Agreement, dated as of April 23, 2025, among CME Group Inc., certain lenders, agents, arrangers, bookrunners, and Bank of America, N.A., as Administrative Agent.
10.2						Amendment No. 10 to Credit Agreement, dated as of April 23, 2025, among Chicago Mercantile Exchange Inc., certain lenders, Bank of America, N.A., as Administrative Agent, and Citibank, N.A., as Collateral Agent and Collateral Monitoring Agent.
104						The cover page from CME Group Inc.'s Current Report on Form 8-K, formatted in Inline XBRL.

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	140	12	29
Liam G. Smith	153	9	19

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	158	38	18

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: April 25, 2025

By:

/s/ Lynne Fitzpatrick

Date: May 9, 2025

By:

/s/ Jonathan Marcus

Name:Title:

~~Lynne~~Jonathan ~~FitzpatrickSenior~~Marcus Senior Managing Director, ~~President~~ and ~~Chief~~General ~~Financial OfficerPrincipal Financial Offer andDuly Authorized Officer~~Counsel

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