CME Group (NASDAQ:CME) shareholders did not approve proposals to eliminate certain Class B director election rights during the company’s adjourned 2026 annual meeting of shareholders, according to preliminary voting results presented at the virtual meeting.
Terrence A. Duffy, chairman and chief executive officer of CME Group, said the meeting was a continuation of the annual meeting held May 14, which had been adjourned because of a lack of quorum for several items. The matters considered at the resumed meeting were limited to proposals involving Class B shareholder rights and related director elections.
Quorum Present for Some Items, Absent for Class B-3 Matters
Wright reported that Broadridge Financial Solutions, serving as independent inspector of election, had advised that a quorum was present either in person or by proxy for Items 4, 5, 7, 8A and 8B.
However, she said a quorum was not present for Item 6, which related to eliminating the right of Class B shareholders to elect one director, or Item 8C, related to the election of the Class B-3 director. As a result, Item 6 was not presented, and no valid election of the Class B-3 director could take place under CME Group’s charter and bylaws.
Wright said existing Class B director Liz Cook will continue as a holdover under Delaware law and the company’s bylaws until a successor is duly elected at the 2027 annual meeting or until her earlier resignation.
Proposals to Eliminate Class B-1 and Class B-2 Election Rights Fail
The proposals presented included amendments to CME Group’s certificate of incorporation that would have eliminated the right of Class B-1 shareholders to elect three directors and the right of Class B-2 shareholders to elect two directors.
According to Wright’s preliminary report, Item 4, relating to the elimination of the right of Class B-1 shareholders to elect three directors, did not pass. Item 5, relating to the elimination of the right of Class B-2 shareholders to elect two directors, also did not pass.
Item 7, a related amendment to remove provisions that would become inoperative if Items 4, 5 and 6 were approved, did pass. However, Wright said that amendment will not be filed because its approval was contingent upon approval of Items 4, 5 and 6.
Class B Directors Re-Elected
Shareholders re-elected the Class B-1 and Class B-2 director nominees presented at the meeting. Under Item 8A, William Hobert, Patrick Mulchrone and Robert Tierney were re-elected as Class B-1 directors. Under Item 8B, Patrick Maloney was re-elected as the Class B-2 director.
Duffy said no shareholder questions had been submitted through the meeting’s web portal before the polls closed. He declared the polls closed as of 10:07 a.m.
Wright said the voting results were preliminary and subject to final verification. She added that CME Group will file a report containing the final tabulation with the Securities and Exchange Commission within four business days, in accordance with SEC rules.
Duffy accepted the corporate secretary’s report on the preliminary voting results and adjourned the meeting, thanking shareholders for attending.
About CME Group (NASDAQ:CME)
CME Group Inc is a global markets company that operates some of the world’s largest and most liquid derivatives exchanges, including the Chicago Mercantile Exchange (CME), the Chicago Board of Trade (CBOT), the New York Mercantile Exchange (NYMEX) and COMEX. The firm offers futures and options contracts across a broad range of asset classes — including interest rates, equity indexes, foreign exchange, energy, agricultural commodities and metals — and serves a diverse client base of institutional investors, commercial hedgers, brokers and retail participants.
The company’s core services include electronic trading on the CME Globex platform, central clearing through CME Clearing, and distribution of market data, indexes and analytics.
