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)

May 24, 2017

CME GROUP INC.

(Exact Name of Registrant as Specified in Charter)

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):

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.  ☐

At the 2017 CME Group Inc. (the “Company”) Annual Meeting of Shareholders held on May 24, 2017, (the “Annual Meeting”) the Company submitted for shareholder approval its Incentive Plan for Named Executive Officers and its Omnibus Stock Plan primarily to meet the requirements of Section 162(m) of the Internal Revenue Code of 1986, which requires shareholder approval every five years. The amendments to the Incentive Plan for Named Executive Officers also included an extension of the term of the plan to May 23, 2022, an increase in the maximum award under the plan to $10,000,000 and other clarifying changes.

The foregoing description is qualified in its entirety by reference to the copy of the Second Amended and Restated CME Group Inc. Incentive Plan for Named Executive Officers and the Seconded Amended and Restated Omnibus Stock Plan, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K.

At the close of business on March 29, 2017, the record date of the Annual Meeting, the Company had an aggregate of 339,795,213 shares of Class A and Class B common stock issued and outstanding. The holders of a total of 299,119,188 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 88% of the issued and outstanding shares on the record date for the Annual Meeting. Additionally, approximately 45% of the Class B-1, 42% of the Class B-2 and 38% 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:

There were a total of 29,120,940 broker non-votes in this proposal.

There were a total of 29,120,940 broker non-votes in this proposal.

There were a total of 29,120,940 broker non-votes in this proposal. The Board of Directors will follow its recommendation to include a non-binding advisory vote on executive compensation at each annual meeting until the next required vote on the frequency of shareholder votes on the compensation of executives.

There were a total of 29,120,940 broker non-votes in this proposal.

There were a total of 29,120,940 broker non-votes in this proposal.

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.

Exhibit Index