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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No fee required
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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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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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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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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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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CME Group Inc. posted the following letter to its on or after February 13, 2017.
February 13, 2017
To: Our
Class B-1,
Class B-2
and
Class B-3
Shareholders
As you may know, our Class B nominating committees recently completed their interview and selection processes for nominees for election to our Board of
Directors at this years Annual Meeting of Shareholders. All members of the CME Group Board of Directors will be elected on an annual basis for a term of
one-year,
including those directors elected by the
Class B shareholders.
Our 2017 Annual Meeting will be on Wednesday, May 24, 2017. We plan to mail to you in
mid-April,
a proxy statement from our Board of Directors relating to the Annual Meeting. The proxy statement will contain detailed information about the proposals to be presented to a vote of shareholders at
the meeting. The proxy statement will identify and contain information about the director nominees referred to as the Equity Director nominees to be elected by the holders of Class A and Class B shares of common stock voting
together at the Annual Meeting.
In the meantime, we would like to take this opportunity to inform you of the Class B director nominees selected by
our Class B nominating committees and review the petitioning process for Class B director nominees. Additional information regarding the Class B director nominees will be contained in the proxy statement. We are not asking for your
proxy at this time and will only do so after we have mailed our proxy statement to our shareholders.
To ensure that you receive your proxy card you can elect to have your materials delivered to you
electronically. To enroll, please log onto the following website:
http://enroll.icsdelivery.com/CME
and complete the
E-Delivery
Enrollment form on the right side of the screen. Your enrollment will be
effective until cancelled. This will also allow you to vote your Class B shares
on-line
in a more timely and efficient manner.
You will then receive an email in
mid-April
from
id@ProxyVote.com
with your control number to vote your Class B shares. Once you sign up you should add this email address to your safe sender list to ensure it
is not sent to your spam/junk folder.
CLASS B DIRECTOR NOMINEES
Class B-1
Director Nominees
Three (3) directors will be elected by the holders of the
Class B-1
shares. The
Class B-1
Nominating Committee has selected the following nominees for these positions:
Jeffrey M. Bernacchi
Gedon Hertshten
William W. Hobert
Douglas M. Monieson
Howard J. Siegel
Page 2
Class B-2
Director Nominees
Two (2) directors will be elected by the holders of the
Class B-2
shares. The
Class B-2
Nominating Committee has selected the following nominees for these positions:
Patrick W. Maloney
Ronald A. Pankau
David J. Wescott
Class B-3
Director Nominees
One (1) director will be elected by the holders of the
Class B-3
shares. The
Class B-3
Nominating Committee has selected the following nominees for this position:
Elizabeth A. Cook
Brian M. Duffy
Petitioning Process
As in past years, and pursuant to the terms of our bylaws, a holder of
Class B-1,
Class B-2
or
Class B-3
shares, who has not been nominated by the applicable Class B nominating committee, may nonetheless have his or her name placed in
nomination by submitting a nomination signed by the holders of at least 100
Class B-1
shares, 100
Class B-2
shares or 150
Class B-3
shares, as applicable, to be included as a nominee for the particular class. As required by our bylaws, nominations must be submitted in writing and accompanied by a description of the proposed
nominees qualifications and other relevant biographical information and evidence of the consent of the proposed nominee.
Prospective candidates who
comply with the petition procedures will be included in the Companys proxy statement to be distributed to shareholders in connection with the Annual Meeting. In order to be included as a nominee for director, all petitions must be submitted to
the Membership Department in hardcopy at 333 S. LaSalle, by fax at 312 341 7302 or email at
membership@cmegroup.com
)
prior to 5:00 p.m., Chicago time, Thursday, February
23,
2017
.
Campaigning Process
The
Class B nominees may solicit votes in advance of the Annual Meeting; however, such activities are considered a proxy solicitation under the Securities Exchange Act and need to be conducted in accordance with Securities and Exchange Commission
rules governing those solicitations.
Additionally, no written solicitation materials (which includes email communications, blogs, Web sites, etc.) can be mailed or distributed prior to the time we have mailed the Companys definitive proxy
statement to our shareholders
. We expect this mailing to occur in
mid-April.
If you have any questions about
the nomination or election process or the Annual Meeting, please feel free to call Meg Wright at (312)
930-3305.
We look forward to seeing you at the Annual Meeting.
Page 3
*****
CME Group Inc. plans to file with the Securities and Exchange Commission and mail a proxy statement to our shareholders containing information about the
company and certain proposals to be presented to a vote of shareholders at its 2017 Annual Meeting. Shareholders of CME Group Inc. should read the proxy statement carefully when it becomes available because it will contain important information
about the proposals to be considered at the Annual Meeting, the persons soliciting proxies related to the proposals, their interests in the proposals and related matters.
Shareholders can obtain free copies of the proxy statement when it becomes available by contacting the Shareholder Relations and Member Services
Department, CME Group Inc., 20 South Wacker Drive, Chicago, Illinois 60606. Shareholders will be able to obtain free copies of the proxy statement filed by CME Group Inc. with the Securities and Exchange Commission in connection with the Annual
Meeting at the Securities and Exchange Commissions Web site at www.sec.gov. In addition to the proxy statement, CME Group Inc. files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange
Commission, which are also available at the Securities and Exchange Commissions Web site at www.sec.gov.
CME Group Inc. and its directors,
executive officers and certain members of management and other employees may be deemed to be participants in the solicitation of proxies of CME Group Inc.s shareholders to approve the proposals. These individuals may have interests in the
proposals. A detailed list of the names, affiliations and interests of the participants in the solicitation will be contained in the proxy statement.
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