UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 6, 2023, the Compensation Committee of the Board of Directors (the “Board”) of CME Group Inc. (the “Company”) recommended and the Board approved an amended and restated employment agreement (the “Amended Agreement”) with Terrence A. Duffy, the Company’s Chairman and Chief Executive Officer, which extends Mr. Duffy’s current term from December 31, 2024 to December 31, 2025 with principal terms substantially the same as his existing agreement.
The Amended Agreement is intended to secure Mr. Duffy’s continued leadership. The Board continues to believe that Mr. Duffy’s strategic and innovative direction and in-depth knowledge of our business and the industry make him uniquely qualified to continue to lead the Company and to execute on our strategy for long-term shareholder value creation. The Board remains focused on its goal of having a long-term program for effective senior leadership development and succession, as well as short term contingency plans for emergency and ordinary course contingencies.
No changes were made to Mr. Duffy’s minimum annual base salary, target bonus opportunity or target grant date value opportunity. Under the Amended Agreement, if Mr. Duffy is employed by the Company on December 31, 2025, (i) Mr. Duffy will be entitled to a bonus opportunity under the Company’s incentive plan for the 2025 plan year (without any requirement to remain employed after such date), and (ii) all outstanding unvested time-vesting equity awards granted to Mr. Duffy will vest and all of Mr. Duffy’s outstanding performance-based equity awards granted shall become vested or be forfeited solely based on actual Company performance measured over the full performance term, which bonus award and vesting are subject to Mr. Duffy’s timely execution and delivery of a general release.
The foregoing description is only a summary of certain terms of the Amended Agreement and is qualified in its entirety by the complete text of the Amended Agreement, which is attached to this report as Exhibit 10.1 and is incorporated herein by reference as though fully set forth herein.
| Item 9.01. | Financial Statements and Exhibits |
| Exhibit Number |
Description | |
| 10.1* | Amended and Restated Agreement, effective as of December 6, 2023, between CME Group Inc. and Terrence A. Duffy. | |
| 104 | The cover page from CME Group Inc.’s Current Report on Form 8-K, formatted in Inline XBRL. | |
| * | Management contract or compensatory plan or arrangement. |
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: December 6, 2023 | By: | /s/ Jonathan Marcus | ||||
| Name: Title: |
Jonathan Marcus SMD, General Counsel and Duly Authorized Officer | |||||