Additional Proxy Soliciting Materials (definitive) (defa14a)
21 March 2019 - 7:10AM
Edgar (US Regulatory)
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:
☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to
§240.14a-12
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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):
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☒
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No fee required
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☐
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Fee computed on table below per Exchange Act Rules
14a-6(i)(1)
and 0-11
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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☐
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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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 8, 2019.
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CME GROUP INC.
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Meeting Information
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Meeting
Type:
Annual Meeting
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For holders as of:
March 11, 2019
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Date:
May 8, 2019
Time:
10:00 a.m., Central Time
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Location:
The Conference Center
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One North Wacker Drive
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Chicago, IL 60606
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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 encourage you to
access and review all of the important information contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and voting instructions.
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Before You Vote
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How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE:
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NOTICE PROXY STATEMENT
CME GROUP 2018 ANNUAL REPORT ON FORM 10-K
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How to View Online:
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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.
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How to Request and Receive a PAPER or E-MAIL Copy:
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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:
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1)
BY INTERNET
:
www.proxyvote.com
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2)
BY TELEPHONE
:
1-800-579-1639
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3)
BY E-MAIL*
:
sendmaterial@proxyvote.com
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* 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.
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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 24, 2019 to facilitate timely delivery.
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How To Vote
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Please Choose One of the Following Voting Methods
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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.
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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.
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Vote By Mail:
You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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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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The Board of Directors recommends votes FOR
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Proposals 1, 2 and 3.
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1.
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Election of Equity Directors
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Seventeen will be elected to the Board of Directors
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1a.
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Terrence A. Duffy
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1b.
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Timothy S. Bitsberger
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1c.
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Charles P. Carey
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1d.
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Dennis H. Chookaszian
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1e.
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Ana Dutra
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1f.
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Martin J. Gepsman
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1g.
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Larry G. Gerdes
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1h.
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Daniel R. Glickman
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1i.
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Daniel G. Kaye
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1j.
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Phyllis M. Lockett
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1k.
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Deborah J. Lucas
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1l.
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Alex J. Pollock
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1m.
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Terry L. Savage
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1n.
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William R. Shepard
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1o.
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Howard J. Siegel
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1p.
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Michael A. Spencer
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1q.
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Dennis A. Suskind
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2.
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Ratification of the appointment of Ernst & Young as our independent registered public accounting firm for 2019.
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3.
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Advisory vote on the compensation of our named executive officers.
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The Board of Directors recommends votes FOR Proposals
1, 2 and 3.
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1.
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Election of Equity Directors
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Seventeen will be elected to the Board of Directors
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1a.
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Terrence A. Duffy
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1b.
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Timothy S. Bitsberger
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1c.
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Charles P. Carey
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1d.
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Dennis H. Chookaszian
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1e.
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Ana Dutra
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1f.
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Martin J. Gepsman
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1g.
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Larry G. Gerdes
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1h.
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Daniel R. Glickman
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1i.
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Daniel G. Kaye
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1j.
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Phyllis M. Lockett
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1k.
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Deborah J. Lucas
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1l.
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Alex J. Pollock
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1m.
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Terry L. Savage
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1n.
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William R. Shepard
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1o.
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Howard J. Siegel
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1p.
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Michael A. Spencer
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1q.
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Dennis A. Suskind
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2.
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Ratification of the appointment of Ernst & Young as our independent registered public accounting firm for 2019.
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3.
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Advisory vote on the compensation of our named executive officers.
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The Board of Directors is not providing recommendations on
Proposals 4 and 5.
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4.
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Election of Three Class B-1 Directors
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Vote FOR
up to three
nominees to be elected to the Board of Directors.
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4a. Steve A. Beitler (SAB)
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4b. Bradley S. Glass (BRAD)
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4c. Gedon Hertshten (GHF)
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4d. William W. Hobert (WH)
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4e. Patrick J. Mulchrone (PJM)
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4f. Robert J. Tierney Jr. (RJT)
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5.
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Election of 2020 Class B-1 Nominating Committee
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Vote FOR
up to five
nominees to be elected to the Class B-1 Nominating Committee.
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5a. Thomas A. Bentley (TAB)
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5b. Kevin G. Boyle (KGB)
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5c. Steven F. French (FS)
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5d. Joseph H. Gressel (GPC)
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5e. Mark S. Kobilca (HTR)
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5f. Gary T. Lark (GTX)
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5g. W. Winfred (FRED) Moore II (FMOR)
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5h. James V. Sauter (TCP)
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5i. Michael J. Small (SML)
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5j. Michael G. Sundermeier (MIK)
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The Board of Directors recommends votes FOR Proposals
1, 2 and 3.
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1.
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Election of Equity Directors
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Seventeen will be elected to the Board of Directors
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1a.
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Terrence A. Duffy
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1b.
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Timothy S. Bitsberger
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1c.
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Charles P. Carey
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1d.
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Dennis H. Chookaszian
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1e.
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Ana Dutra
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1f.
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Martin J. Gepsman
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1g.
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Larry G. Gerdes
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1h.
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Daniel R. Glickman
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1i.
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Daniel G. Kaye
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1j.
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Phyllis M. Lockett
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1k.
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Deborah J. Lucas
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1l.
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Alex J. Pollock
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1m.
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Terry L. Savage
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1n.
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William R. Shepard
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1o.
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Howard J. Siegel
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1p.
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Michael A. Spencer
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1q.
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Dennis A. Suskind
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2.
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Ratification of the appointment of Ernst & Young as our independent registered public accounting firm for 2019.
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3.
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Advisory vote on the compensation of our named executive officers.
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The Board of Directors is not providing recommendations on
Proposals 4 and 5.
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4.
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Election of Two Class B-2 Directors
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Vote FOR
up to two
nominees to be elected to the Board of Directors.
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4a. Yra G. Harris (YRA)
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4b. Ronald A. Pankau (PAN)
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4c. David J. Wescott (COT)
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5.
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Election of 2020 Class B-2 Nominating Committee
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Vote FOR
up to five
nominees to be elected to the Class B-2 Nominating Committee.
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5a. Frank D. Catizone (FDC)
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5b. Richard J. Duran (RJD)
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5c. Patrick J. Lahey (XDE)
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5d. Patrick W. Maloney (PAT)
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5e. Andrew J. Schwieters (AJS)
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5f. Stuart A. Unger (UNG)
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5g. Barry D. Ward (BDW)
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5h. James J. Zellinger (JZZ)
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The Board of Directors recommends votes FOR Proposals
1, 2 and 3.
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1.
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Election of Equity Directors
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Seventeen will be elected to the Board of Directors
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1a.
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Terrence A. Duffy
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1b.
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Timothy S. Bitsberger
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1c.
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Charles P. Carey
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1d.
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Dennis H. Chookaszian
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1e.
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Ana Dutra
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1f.
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Martin J. Gepsman
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1g.
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Larry G. Gerdes
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1h.
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Daniel R. Glickman
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1i.
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Daniel G. Kaye
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1j.
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Phyllis M. Lockett
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1k.
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Deborah J. Lucas
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1l.
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Alex J. Pollock
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1m.
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Terry L. Savage
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1n.
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William R. Shepard
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1o.
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Howard J. Siegel
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1p.
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Michael A. Spencer
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1q.
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Dennis A. Suskind
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2.
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Ratification of the appointment of Ernst & Young as our independent registered public accounting firm for 2019.
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3.
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Advisory vote on the compensation of our named executive officers.
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The Board of Directors is not providing recommendations on Proposals 4 and 5.
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4.
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Election of One Class B-3 Director
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Vote FOR
one
nominee to be elected to the Board of Directors.
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4a. Elizabeth A. Cook (LZY)
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5.
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Election of 2020 Class B-3 Nominating Committee
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Vote FOR
up to five
nominees to be elected to the Class B-3 Nominating Committee.
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5a. John F. Connors Jr. (CON)
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5b. Joel P. Glickman (GLK)
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5c. Spencer K. Hauptman (SPNC)
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5d. Kevin P. Heaney (FROG)
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5e. Robert J. Kevil Jr. (REV)
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5f. Stephen J. Leuer (LURE)
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5g. Thomas G. Rossi (SSI)
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5h. Phillip E. Teuscher (PXT)
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5i. Richard S. Turim (RST)
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5j. Paul D. Zirpolo (ZIR)
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The Board of Directors recommends votes FOR
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Proposals 1, 2 and 3.
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1.
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Election of Equity Directors
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Seventeen will be elected to the Board of Directors
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1a.
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Terrence A. Duffy
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1b.
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Timothy S. Bitsberger
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1c.
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Charles P. Carey
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1d.
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Dennis H. Chookaszian
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1e.
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Ana Dutra
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1f.
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Martin J. Gepsman
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1g.
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Larry G. Gerdes
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1h.
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Daniel R. Glickman
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1i.
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Daniel G. Kaye
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1j.
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Phyllis M. Lockett
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1k.
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Deborah J. Lucas
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1l.
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Alex J. Pollock
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1m.
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Terry L. Savage
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1n.
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William R. Shepard
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1o.
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Howard J. Siegel
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1p.
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Michael A. Spencer
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1q.
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Dennis A. Suskind
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2.
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Ratification of the appointment of Ernst & Young as our independent registered public accounting firm for 2019.
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3.
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Advisory vote on the compensation of our named executive officers.
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