8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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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): February 7, 2018

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CME GROUP INC.

(Exact Name of Registrant as Specified in its Charter)

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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)

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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))

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 7, 2018, Leo Melamed and John F. Sandner each notified the board of directors of CME Group Inc. (the “Company”) of his intent to retire from the Company’s board of directors, effective upon completion of the Company’s annual meeting of shareholders scheduled for May 9, 2018.

Following their retirements from the Company’s board of directors, Mr. Melamed and Mr. Sandner will each serve as a consultant to the Company. In consideration therefor, for the first two years following Mr. Melamed’s retirement, the Company will pay Mr. Melamed $1.3 million per year. Thereafter, pursuant to the terms of his existing consulting agreement, Mr. Melamed will receive $300,000 per year in consideration for continued consulting services. For the first two years following Mr. Sandner’s retirement, the Company will pay Mr. Sandner $1 million. Following such period, Mr. Sandner will no longer serve as a consultant to the Company.

Item 7.01 Regulation FD Disclosure.

The Company issued two press releases regarding the retirements of Mr. Melamed and Mr. Sandner. Copies of the press releases, which are attached to this current report on Form 8-K as Exhibits 99.1 and 99.2, are hereby furnished pursuant to this Item 7.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release, dated February 8, 2018, announcing Leo Melamed’s retirement
99.2	Press release, dated February 8, 2018, announcing John F. Sandner’s retirement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CME Group Inc.
	Registrant
Date: February 13, 2018	By:	/s/ Kathleen M. Cronin
	Name:	Kathleen M. Cronin
	Title:	Senior Managing Director, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release, dated February 8, 2018, announcing Leo Melamed’s retirement
99.2	Press release, dated February 8, 2018, announcing John F. Sandner’s retirement

EX-99.1

Media contact	Investor contact
Anita Liskey, 312.466.4613	John Peschier, 312.930.8491
William Parke, 312.930.3467	CME-G
news@cmegroup.com
www.cmegroup.mediaroom.com

FOR IMMEDIATE RELEASE

CME Group Announces Retirement of Leo Melamed

CHICAGO, February 8, 2018 – CME Group today announced that Chairman Emeritus Leo Melamed will retire from the CME Group Board of Directors at the conclusion of his current term in May 2018.  Following his retirement, Melamed will serve as a consultant to the company for the next two years. After that time, Melamed will continue to retain his title as Chairman Emeritus.

 “On behalf of the CME Group Board and Management Team, we sincerely thank Leo Melamed for his decades of service to our company and our industry,” said CME Group Chairman and Chief Executive Officer Terry Duffy.  “Leo’s invention of financial futures and pioneering of electronic trading shaped the financial markets as we know them today, and his contributions will continue to have an impact in the future.  We wish him well and look forward to working with him as a consultant.”

“Bringing the CME Group from butter and eggs to a financial institution has been a work of love,” said Melamed.  “I offer my thanks to all the CME officials, board members, and employees over the years, without whose efforts it could not have been accomplished.  I also want to thank Chairman and CEO Terry Duffy for his outstanding leadership, and wish him and the Board continued success.”

 Melamed is recognized as the founder of financial futures and introduced the International Monetary Market in 1972.  He has served as Chairman Emeritus of CME Group since 1997 and as a board member since 1967.  Melamed was CME Chairman of the Board from 1968 until 1976 and held various board leadership positions over the last three decades.  He also played a leading role in the development of the CME Globex electronic trading system in 1992.

 Melamed currently serves as Chairman and CEO of Melamed & Associates, a global consulting group, and as advisor to the National Futures Association, the International Advisory Council of the CSRC in China, and Leap Innovations.  He serves on the board of overseers of the Becker Friedman Institute of the University of Chicago, and as a director of The Chicago Council on Global Affairs.  Melamed is a published author of several books and the recipient of

multiple awards around the world.  He holds Doctor of Letters distinctions from the University of Illinois, Loyola University, DePaul University, the Tokyo based Waseda University, and a Doctor of Humane Letters from Sacred Heart University. 

As the world's leading and most diverse derivatives marketplace, CME Group (www.cmegroup.com) is where the world comes to manage risk.  CME Group exchanges offer the widest range of global benchmark products across all major asset classes, including futures and options based on interest rates, equity indexes, foreign exchange, energy, agricultural products and metals.  Around the world, CME Group brings buyers and sellers together through its CME Globex® electronic trading platform.  CME Group also operates one of the world's leading central counterparty clearing providers through CME Clearing, which offers clearing and settlement services across asset classes for exchange-traded and over-the-counter derivatives.  CME Group products and services ensure that businesses around the world can effectively manage risk and achieve growth.

CME Group, the Globe logo, CME, Chicago Mercantile Exchange, Globex and E-mini are trademarks of Chicago Mercantile Exchange Inc.  CBOT, Chicago Board of Trade, KCBT and Kansas City Board of Trade are trademarks of Board of Trade of the City of Chicago, Inc.  NYMEX, New York Mercantile Exchange and ClearPort are trademarks of New York Mercantile Exchange, Inc.  COMEX is a trademark of Commodity Exchange, Inc.  Dow Jones, Dow Jones Industrial Average, S&P 500 and S&P are service and/or trademarks of Dow Jones Trademark Holdings LLC, Standard & Poor's Financial Services LLC and S&P/Dow Jones Indices LLC, as the case may be, and have been licensed for use by Chicago Mercantile Exchange Inc.  All other trademarks are the property of their respective owners. 

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EX-99.2

Media contact	Investor contact
Anita Liskey, 312.466.4613	John Peschier, 312.930.8491
William Parke, 312.930.3467	CME-G
news@cmegroup.com
www.cmegroup.mediaroom.com

FOR IMMEDIATE RELEASE

CME Group Announces Retirement of Jack Sandner

CHICAGO, February 8, 2018 – CME Group today announced that Retired Chairman Jack Sandner will step down from the CME Group Board of Directors at the conclusion of his current term in May 2018.  Following his retirement, Sandner will serve as a consultant to CME Group for two years.

“We sincerely thank Jack Sandner for his more than 40 years of leadership at CME Group,” said CME Group Chairman and Chief Executive Officer Terry Duffy.  “He made an incredible impact on our markets, our business and our role in the community.  Likewise, he has been a valuable member of the board.  We are pleased to be working with him in his consulting role.”

“It has been an honor and privilege to have served on the board of this extraordinary institution for over four decades, and I look forward to my new role,” Sandner said.

Sandner has served on the CME Group Board since 1978 and as a member of CME for more than 45 years.  He served as Chairman of CME from 1980-82, 1985-87 and 1990-97, and as Special Policy Advisor to CME from 1998 to 2005. Sandner served as Chairman of E*Trade Futures, LLC, from 2003 to 2013 and as President and CEO of RB&H Financial Services, a futures commission merchant and clearing firm, from 1985 to 2003.

Sandner is a trustee of The University of Notre Dame, Rush University Medical Center, The Museum of Science and Industry of Chicago, and the Shedd Aquarium. He is Chairman of The Cancer Institute at Rush University Medical Center and sits on the boards of the National Futures Association and the Civic Committee of the Commercial Club of Chicago.  He also is a member of the Economic Club of Chicago.

As the world's leading and most diverse derivatives marketplace, CME Group (www.cmegroup.com) is where the world comes to manage risk.  CME Group exchanges offer the widest range of global benchmark products across all major asset classes, including futures and options based on interest rates, equity indexes, foreign exchange, energy, agricultural products and metals.  Around the world, CME Group brings buyers and sellers together through its CME Globex® electronic trading

platform.  CME Group also operates one of the world's leading central counterparty clearing providers through CME Clearing, which offers clearing and settlement services across asset classes for exchange-traded and over-the-counter derivatives.  CME Group products and services ensure that businesses around the world can effectively manage risk and achieve growth.

CME Group, the Globe logo, CME, Chicago Mercantile Exchange, Globex and E-mini are trademarks of Chicago Mercantile Exchange Inc.  CBOT, Chicago Board of Trade, KCBT and Kansas City Board of Trade are trademarks of Board of Trade of the City of Chicago, Inc.  NYMEX, New York Mercantile Exchange and ClearPort are trademarks of New York Mercantile Exchange, Inc.  COMEX is a trademark of Commodity Exchange, Inc.  Dow Jones, Dow Jones Industrial Average, S&P 500 and S&P are service and/or trademarks of Dow Jones Trademark Holdings LLC, Standard & Poor's Financial Services LLC and S&P/Dow Jones Indices LLC, as the case may be, and have been licensed for use by Chicago Mercantile Exchange Inc.  All other trademarks are the property of their respective owners. 

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