DEFA14A 1 cmegroupinc2022notice.htm DEFA14A
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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 Under §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 paid previously with preliminary materials.  Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Your Vote Counts! CME GROUP INC. 2022 Annual Meeting Vote by May 3, 2022 10:59 PM CT You invested in CME GROUP INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on May 4, 2022. Vote Virtually at the Meeting* May 4, 2022 10:00 AM CT Virtually at: www.virtualshareholdermeeting.com/CME2022 Smartphone users Point your camera here and vote without entering a control number V1.1 For complete information and to vote, visit www.ProxyVote.com Control # D69822-P65587 Get informed before you vote View the Notice, Proxy Statement and CME Group 2021 Annual Report on Form 10-K online OR you can receive a free paper or email copy of the material(s) by requesting prior to April 20, 2022. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. *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.

THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. Vote at www.ProxyVote.com Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”. Class A Voting Items Board Recommends D69823-P65587 1. Election of Equity Directors Seventeen will be elected to the Board of Directors 1c. Charles P. Carey 1a. Terrence A. Duffy 1d. Dennis H. Chookaszian 1b. Timothy S. Bitsberger 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 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 2022. 3. Advisory vote on the compensation of our named executive officers. 4. Approval of the Amended and Restated CME Group Inc. Omnibus Stock Plan. 5. Approval of the Amended and Restated CME Group Inc. Director Stock Plan. 6. Approval of the Amended and Restated CME Group Inc. Employee Stock Purchase Plan. For For For For For For For For For For For For For For For For For For For For For For 1n. Rahael Seifu

Your Vote Counts! CME GROUP INC. 2022 Annual Meeting Vote by May 3, 2022 10:59 PM CT You invested in CME GROUP INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on May 4, 2022. Vote Virtually at the Meeting* May 4, 2022 10:00 AM CT Virtually at: www.virtualshareholdermeeting.com/CME2022 Smartphone users Point your camera here and vote without entering a control number V1.1 For complete information and to vote, visit www.ProxyVote.com Control # D69824-P65587 Get informed before you vote View the Notice, Proxy Statement and CME Group 2021 Annual Report on Form 10-K online OR you can receive a free paper or email copy of the material(s) by requesting prior to April 20, 2022. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. *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.

THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. Vote at www.ProxyVote.com Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”. Class B-1 Voting Items Board Recommends D69825-P65587 1. Election of Equity Directors Seventeen will be elected to the Board of Directors 1c. Charles P. Carey 1a. Terrence A. Duffy 1d. Dennis H. Chookaszian 1b. Timothy S. Bitsberger 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 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 2022. 3. Advisory vote on the compensation of our named executive officers. 4. Approval of the Amended and Restated CME Group Inc. Omnibus Stock Plan. 5. Approval of the Amended and Restated CME Group Inc. Director Stock Plan. 6. Approval of the Amended and Restated CME Group Inc. Employee Stock Purchase Plan. For For For For For For For For For For For For For For For For For For For For For For For For For 1n. Rahael Seifu 7. Election of Three Class B-1 Directors The Nominating and Governance Committee recommends a vote “FOR” all of the Class B-1 director nominees. 7a. William W. Hobert (WH) 7b. Patrick J. Mulchrone (PJM) 7c. Robert J. Tierney Jr. (RJT)

Your Vote Counts! CME GROUP INC. 2022 Annual Meeting Vote by May 3, 2022 10:59 PM CT You invested in CME GROUP INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on May 4, 2022. Vote Virtually at the Meeting* May 4, 2022 10:00 AM CT Virtually at: www.virtualshareholdermeeting.com/CME2022 Smartphone users Point your camera here and vote without entering a control number V1.1 For complete information and to vote, visit www.ProxyVote.com Control # D69826-P65587 Get informed before you vote View the Notice, Proxy Statement and CME Group 2021 Annual Report on Form 10-K online OR you can receive a free paper or email copy of the material(s) by requesting prior to April 20, 2022. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. *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.

THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. Vote at www.ProxyVote.com Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”. Class B-2 Voting Items Board Recommends D69827-P65587 1. Election of Equity Directors Seventeen will be elected to the Board of Directors 1c. Charles P. Carey 1a. Terrence A. Duffy 1d. Dennis H. Chookaszian 1b. Timothy S. Bitsberger 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 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 2022. 3. Advisory vote on the compensation of our named executive officers. 4. Approval of the Amended and Restated CME Group Inc. Omnibus Stock Plan. 5. Approval of the Amended and Restated CME Group Inc. Director Stock Plan. 6. Approval of the Amended and Restated CME Group Inc. Employee Stock Purchase Plan. For For For For For For For For For For For For For For For For For For For For For For 1n. Rahael Seifu 7. Election of Two Class B-2 Directors The Nominating and Governance Committee recommends a vote “FOR” up to two of any of the following Class B-2 director nominees. 7a. Michael G. Dennis (MKI) 7b. Patrick W. Maloney (PAT) 7c. John (Jack) D. Newhouse Jr. (JDN)

Your Vote Counts! CME GROUP INC. 2022 Annual Meeting Vote by May 3, 2022 10:59 PM CT You invested in CME GROUP INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on May 4, 2022. Vote Virtually at the Meeting* May 4, 2022 10:00 AM CT Virtually at: www.virtualshareholdermeeting.com/CME2022 Smartphone users Point your camera here and vote without entering a control number V1.1 For complete information and to vote, visit www.ProxyVote.com Control # D69828-P65587 Get informed before you vote View the Notice, Proxy Statement and CME Group 2021 Annual Report on Form 10-K online OR you can receive a free paper or email copy of the material(s) by requesting prior to April 20, 2022. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. *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.

THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. Vote at www.ProxyVote.com Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”. Class B-3 Voting Items Board Recommends D69829-P65587 1. Election of Equity Directors Seventeen will be elected to the Board of Directors 1c. Charles P. Carey 1a. Terrence A. Duffy 1d. Dennis H. Chookaszian 1b. Timothy S. Bitsberger 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 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 2022. 3. Advisory vote on the compensation of our named executive officers. 4. Approval of the Amended and Restated CME Group Inc. Omnibus Stock Plan. 5. Approval of the Amended and Restated CME Group Inc. Director Stock Plan. 6. Approval of the Amended and Restated CME Group Inc. Employee Stock Purchase Plan. For For For For For For For For For For For For For For For For For For For For For For For 1n. Rahael Seifu 7. Election of One Class B-3 Director The Nominating and Governance Committee recommends a vote “FOR” the one Class B-3 director nominee. 7a. Elizabeth A. Cook (LZY)

Your Vote Counts! CME GROUP INC. 2022 Annual Meeting Vote by May 3, 2022 10:59 PM CT You invested in CME GROUP INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on May 4, 2022. Vote Virtually at the Meeting* May 4, 2022 10:00 AM CT Virtually at: www.virtualshareholdermeeting.com/CME2022 Smartphone users Point your camera here and vote without entering a control number V1.1 For complete information and to vote, visit www.ProxyVote.com Control # D69830-P65587 Get informed before you vote View the Notice, Proxy Statement and CME Group 2021 Annual Report on Form 10-K online OR you can receive a free paper or email copy of the material(s) by requesting prior to April 20, 2022. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. *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.

THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. Vote at www.ProxyVote.com Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”. Class B-4 Voting Items Board Recommends D69831-P65587 1. Election of Equity Directors Seventeen will be elected to the Board of Directors 1c. Charles P. Carey 1a. Terrence A. Duffy 1d. Dennis H. Chookaszian 1b. Timothy S. Bitsberger 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 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 2022. 3. Advisory vote on the compensation of our named executive officers. 4. Approval of the Amended and Restated CME Group Inc. Omnibus Stock Plan. 5. Approval of the Amended and Restated CME Group Inc. Director Stock Plan. 6. Approval of the Amended and Restated CME Group Inc. Employee Stock Purchase Plan. For For For For For For For For For For For For For For For For For For For For For For 1n. Rahael Seifu