DEFA14A 1 cmegroupinc2023notice.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! Vote in Person at the Meeting* May 4, 2023 10:00 AM CT CME Group’s headquarters Auditorium 20 South Wacker Drive Chicago, IL *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. 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 # 20 S. WACKER DRIVE CHICAGO, IL 60606 CME GROUP INC. 2023 Annual Meeting Vote by May 3, 2023 10:59 PM CT D98309-P86196 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, 2023. Get informed before you vote View the Notice, Proxy Statement and CME Group 2022 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, 2023. 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.

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”. Board Recommends D98310-P86196 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. Class A Voting Items 1 Year 1. Election of Equity Directors Seventeen will be elected to the Board of Directors 1c. Timothy S. Bitsberger 1a. Terrence A. Duffy 1d. Charles P. Carey 1b. Kathryn Benesh 1e. Bryan T. Durkin 1f. Harold Ford Jr. 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 LLP as our independent registered public accounting firm for 2023. 3. Advisory vote on the compensation of our named executive officers. 4. Advisory vote on the frequency of future advisory votes on the compensation of our named executive officers. 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! *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. 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 # D98311-P86196 20 S. WACKER DRIVE CHICAGO, IL 60606 CME GROUP INC. 2023 Annual Meeting Vote by May 3, 2023 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, 2023. Get informed before you vote View the Notice, Proxy Statement and CME Group 2022 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, 2023. 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. Vote in Person at the Meeting* May 4, 2023 10:00 AM CT CME Group’s headquarters Auditorium 20 South Wacker Drive Chicago, IL

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”. Board Recommends D98312-P86196 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. Class B-1 Voting Items For For For For For For For For For For For For For For For For For For For For For For 5. Election of Three Class B-1 Directors The Nominating and Governance Committee recommends a vote “FOR” all of the Class B-1 director nominees. 5a. William W. Hobert (WH) 5b. Patrick J. Mulchrone (PJM) 5c. Robert J. Tierney Jr. (RJT) 1. Election of Equity Directors Seventeen will be elected to the Board of Directors 1c. Timothy S. Bitsberger 1a. Terrence A. Duffy 1d. Charles P. Carey 1b. Kathryn Benesh 1e. Bryan T. Durkin 1f. Harold Ford Jr. 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 LLP as our independent registered public accounting firm for 2023. 3. Advisory vote on the compensation of our named executive officers. 1n. Rahael Seifu 1 Year4. Advisory vote on the frequency of future advisory votes on the compensation of our named executive officers.

Your Vote Counts! *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. 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 # D98313-P86196 CME GROUP INC. 2023 Annual Meeting Vote by May 3, 2023 10:59 PM CT 20 S. WACKER DRIVE CHICAGO, IL 60606 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, 2023. Get informed before you vote View the Notice, Proxy Statement and CME Group 2022 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, 2023. 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. Vote in Person at the Meeting* May 4, 2023 10:00 AM CT CME Group’s headquarters Auditorium 20 South Wacker Drive Chicago, IL

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”. Board Recommends D98314-P86196 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. Class B-2 Voting Items For For For For For For For For For For For For For For For For For For For For For 5. Election of Two Class B-2 Directors The Nominating and Governance Committee recommends a vote “FOR” all of the Class B-2 director nominees. 5a. Michael G. Dennis (MKI) 5b. Patrick W. Maloney (PAT) 1. Election of Equity Directors Seventeen will be elected to the Board of Directors 1c. Timothy S. Bitsberger 1a. Terrence A. Duffy 1d. Charles P. Carey 1b. Kathryn Benesh 1e. Bryan T. Durkin 1f. Harold Ford Jr. 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 LLP as our independent registered public accounting firm for 2023. 3. Advisory vote on the compensation of our named executive officers. 1n. Rahael Seifu 1 Year4. Advisory vote on the frequency of future advisory votes on the compensation of our named executive officers.

Your Vote Counts! *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. 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 # CME GROUP INC. 2023 Annual Meeting Vote by May 3, 2023 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, 2023. Get informed before you vote View the Notice, Proxy Statement and CME Group 2022 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, 2023. 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. 20 S. WACKER DRIVE CHICAGO, IL 60606 D98315-P86196 Vote in Person at the Meeting* May 4, 2023 10:00 AM CT CME Group’s headquarters Auditorium 20 South Wacker Drive Chicago, IL

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”. Board Recommends 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. D98316-P86196 Class B-3 Voting Items For For For For For For For For For For For For For For For For For For For For 5. Election of One Class B-3 Director The Nominating and Governance Committee recommends a vote “FOR” the one Class B-3 director nominee. 5a. Elizabeth A. Cook (LZY) 1. Election of Equity Directors Seventeen will be elected to the Board of Directors 1c. Timothy S. Bitsberger 1a. Terrence A. Duffy 1d. Charles P. Carey 1b. Kathryn Benesh 1e. Bryan T. Durkin 1f. Harold Ford Jr. 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 LLP as our independent registered public accounting firm for 2023. 3. Advisory vote on the compensation of our named executive officers. 1n. Rahael Seifu 1 Year4. Advisory vote on the frequency of future advisory votes on the compensation of our named executive officers.

Your Vote Counts! *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. 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 # CME GROUP INC. 2023 Annual Meeting Vote by May 3, 2023 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, 2023. D98317-P86196 Get informed before you vote View the Notice, Proxy Statement and CME Group 2022 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, 2023. 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. 20 S. WACKER DRIVE CHICAGO, IL 60606 Vote in Person at the Meeting* May 4, 2023 10:00 AM CT CME Group’s headquarters Auditorium 20 South Wacker Drive Chicago, IL

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”. Board Recommends 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. D98318-P86196 Class B-4 Voting Items 1. Election of Equity Directors Seventeen will be elected to the Board of Directors 1c. Timothy S. Bitsberger 1a. Terrence A. Duffy 1d. Charles P. Carey 1b. Kathryn Benesh 1e. Bryan T. Durkin 1f. Harold Ford Jr. 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 LLP as our independent registered public accounting firm for 2023. 3. Advisory vote on the compensation of our named executive officers. For For For For For For For For For For For For For For For For For For For 1n. Rahael Seifu 1 Year4. Advisory vote on the frequency of future advisory votes on the compensation of our named executive officers.