Additional Proxy Soliciting Materials (definitive) (defa14a)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No.     )

 

 

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

☐	Preliminary Proxy Statement

 

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☐	Definitive Proxy Statement

 

☒	Definitive Additional Materials

 

☐	Soliciting Material Pursuant to §240.14a-12

CME GROUP INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒		No fee required
☐		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
		(1)		Title of each class of securities to which transaction applies:
		(2)		Aggregate number of securities to which transaction applies:
		(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
		(4)		Proposed maximum aggregate value of transaction:
		(5)		Total fee paid:
☐		Fee paid previously with preliminary materials.
☐		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		(1)		Amount Previously Paid:
		(2)		Form, Schedule or Registration Statement No.:
		(3)		Filing Party:
		(4)		Date Filed:

 

 

 

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 6, 2020

 

				Meeting Information
CME GROUP INC.				Meeting Type:          Annual Meeting
				For holders as of:     March 9, 2020
				Date: May 6, 2020     Time: 10:00 a.m., Central Time
				Location:   CME Group Auditorium
				20 South Wacker Drive
				Chicago, IL 60606
		You are receiving this communication because you hold shares in the company named above.   This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side).   We currently intend to hold our annual meeting in person. However, we are actively monitoring the coronavirus (COVID-19) situation; we are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments and health officials may impose or recommend. In the event we determine it is not possible or advisable to hold our annual meeting in person, we will publicly announce alternative arrangements for the meeting as promptly as practicable before the meeting, which may include holding the meeting solely by means of remote communication (i.e., a virtual-only annual meeting). Please monitor our website at www.cmegroup.com for updated information. If you are planning to attend our meeting, please check the website prior to the meeting date.   We encourage you to access and review all of the important information contained in the proxy materials before voting.
				See the reverse side of this notice to obtain proxy materials and voting instructions.

 

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		Before You Vote

		How to Access the Proxy Materials
		Proxy Materials Available to VIEW or RECEIVE:
		NOTICE                     PROXY STATEMENT                     CME GROUP 2019 ANNUAL REPORT ON FORM 10-K
		How to View Online:
		Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com, or scan the QR Barcode below.
		How to Request and Receive a PAPER or E-MAIL Copy:
		If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
		1) BY INTERNET:       www.proxyvote.com
		2) BY TELEPHONE:   [phone]
		3) BY E-MAIL*:           [e-mail]
		* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.
		Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 22, 2020 to facilitate timely delivery.

 

		How To Vote
		Please Choose One of the Following Voting Methods
		Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
		Vote By Internet: Go to www.proxyvote.com or from a smartphone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.
		Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
		Shareholder Meeting Registration: To attend the CME Group annual meeting, please go to the “Register for Meeting” link at www.proxyvote.com and follow the instructions provided. You will need the 16 digit number located on the following page. Please print your registration confirmation and bring it with you to the meeting along with valid picture identification.

 

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Voting Items

 

The Board of Directors recommends votes “FOR”
Proposals 1, 2 and 3.
1.		Election of Equity Directors
Seventeen will be elected to the Board of Directors
1a.		Terrence A. Duffy
1b.		Timothy S. Bitsberger
1c.		Charles P. Carey
1d.		Dennis H. Chookaszian
1e.		Bryan T. Durkin
1f.		Ana Dutra
1g.		Martin J. Gepsman
1h.		Larry G. Gerdes
1i.		Daniel R. Glickman
1j.		Daniel G. Kaye
1k.		Phyllis M. Lockett

1l.		Deborah J. Lucas
1m.		Terry L. Savage
1n.		Rahael Seifu
1o.		William R. Shepard
1p.		Howard J. Siegel
1q.		Dennis A. Suskind
2.		Ratification of the appointment of Ernst & Young as our independent registered public accounting firm for 2020.
3.		Advisory vote on the compensation of our named executive officers.

 

 

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Voting Items

 

The Board of Directors recommends votes “FOR” Proposals 1, 2 and 3.
1.		Election of Equity Directors
Seventeen will be elected to the Board of Directors
1a.		Terrence A. Duffy
1b.		Timothy S. Bitsberger
1c.		Charles P. Carey
1d.		Dennis H. Chookaszian
1e.		Bryan T. Durkin
1f.		Ana Dutra
1g.		Martin J. Gepsman
1h.		Larry G. Gerdes
1i.		Daniel R. Glickman
1j.		Daniel G. Kaye
1k.		Phyllis M. Lockett
1l.		Deborah J. Lucas
1m.		Terry L. Savage
1n.		Rahael Seifu
1o.		William R. Shepard
1p.		Howard J. Siegel
1q.		Dennis A. Suskind
2.		Ratification of the appointment of Ernst & Young as our independent registered public accounting firm for 2020.
3.		Advisory vote on the compensation of our named executive officers.

The Board of Directors is not providing recommendations on Proposal 4.
4.		Election of Three Class B-1 Directors
Vote “FOR” up to three nominees to be elected to the Board of Directors.
		4a.   Steve A. Beitler (SAB)
		4b.  Bradley S. Glass (BRAD)
		4c.   William W. Hobert (WH)
		4d.  Patrick J. Mulchrone (PJM)
		4e.   Robert J. Tierney Jr. (RJT)

 

 

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Voting Items

 

The Board of Directors recommends votes “FOR” Proposals 1, 2 and 3.
1.		Election of Equity Directors
Seventeen will be elected to the Board of Directors
1a.		Terrence A. Duffy
1b.		Timothy S. Bitsberger
1c.		Charles P. Carey
1d.		Dennis H. Chookaszian
1e.		Bryan T. Durkin
1f.		Ana Dutra
1g.		Martin J. Gepsman
1h.		Larry G. Gerdes
1i.		Daniel R. Glickman
1j.		Daniel G. Kaye
1k.		Phyllis M. Lockett
1l.		Deborah J. Lucas
1m.		Terry L. Savage
1n.		Rahael Seifu
1o.		William R. Shepard
1p.		Howard J. Siegel
1q.		Dennis A. Suskind
2.		Ratification of the appointment of Ernst & Young as our independent registered public accounting firm for 2020.
3.		Advisory vote on the compensation of our named executive officers.

The Board of Directors is not providing recommendations on Proposal 4.
4.		Election of Two Class B-2 Directors
Vote “FOR” up to two nominees to be elected to the Board of Directors.
		4a.   Michael G. Dennis (MKI)
		4b.  Dante A. Federighi (DNT)
		4c.   Yra G. Harris (YRA)
		4d.  Patrick W. Maloney (PAT)
		4e.   Ronald A. Pankau (PAN)

 

 

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Voting Items

 

The Board of Directors recommends votes “FOR” Proposals 1, 2 and 3.
1.		Election of Equity Directors
Seventeen will be elected to the Board of Directors
1a.		Terrence A. Duffy
1b.		Timothy S. Bitsberger
1c.		Charles P. Carey
1d.		Dennis H. Chookaszian
1e.		Bryan T. Durkin
1f.		Ana Dutra
1g.		Martin J. Gepsman
1h.		Larry G. Gerdes
1i.		Daniel R. Glickman
1j.		Daniel G. Kaye
1k.		Phyllis M. Lockett
1l.		Deborah J. Lucas
1m.		Terry L. Savage
1n.		Rahael Seifu
1o.		William R. Shepard
1p.		Howard J. Siegel
1q.		Dennis A. Suskind
2.		Ratification of the appointment of Ernst & Young as our independent registered public accounting firm for 2020.
3.		Advisory vote on the compensation of our named executive officers.

The Board of Directors is not providing recommendations on Proposal 4.
4.		Election of One Class B-3 Director
Vote “FOR” one nominee to be elected to the Board of Directors.
		4a.   Elizabeth A. Cook (LZY)
		4b.  Spencer K. Hauptman (SPNC)

 

 

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Voting Items

 

The Board of Directors recommends votes “FOR” Proposals 1, 2 and 3.
1.		Election of Equity Directors
Seventeen will be elected to the Board of Directors
1a.		Terrence A. Duffy
1b.		Timothy S. Bitsberger
1c.		Charles P. Carey
1d.		Dennis H. Chookaszian
1e.		Bryan T. Durkin
1f.		Ana Dutra
1g.		Martin J. Gepsman
1h.		Larry G. Gerdes
1i.		Daniel R. Glickman
1j.		Daniel G. Kaye
1k.		Phyllis M. Lockett

1l.		Deborah J. Lucas
1m.		Terry L. Savage
1n.		Rahael Seifu
1o.		William R. Shepard
1p.		Howard J. Siegel
1q.		Dennis A. Suskind
2.		Ratification of the appointment of Ernst & Young as our independent registered public accounting firm for 2020.
3.		Advisory vote on the compensation of our named executive officers.

 

 

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