CME Group Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: CME · Form: DEF 14A · Filed: Mar 18, 2024 · CIK: 1156375

Cme Group Inc. DEF 14A Filing Summary
FieldDetail
CompanyCme Group Inc. (CME)
Form TypeDEF 14A
Filed DateMar 18, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$5.6 b, $3.5 billion, $1.9 billion, $24.3 billion, $4
Sentimentneutral

Sentiment: neutral

Topics: CME Group, DEF 14A, Proxy Statement, Executive Compensation, Corporate Governance

TL;DR

<b>CME Group Inc. has filed its Definitive Proxy Statement for the fiscal year ended December 31, 2023.</b>

AI Summary

CME GROUP INC. (CME) filed a Proxy Statement (DEF 14A) with the SEC on March 18, 2024. CME Group Inc. filed a Definitive Proxy Statement (DEF 14A) on March 18, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal executive offices are located at 20 S. Wacker Dr., Chicago, IL 60606. The IRS number for CME Group Inc. is 364459170. The company was formerly known as Chicago Mercantile Exchange Holdings Inc. until August 2, 2001.

Why It Matters

For investors and stakeholders tracking CME GROUP INC., this filing contains several important signals. This filing is a standard regulatory requirement for publicly traded companies, providing shareholders with information regarding corporate governance, executive compensation, and matters to be voted on at the annual meeting. Shareholders can review details on executive compensation, stock performance, and proposals, which are crucial for informed voting decisions and understanding the company's strategic direction and management incentives.

Risk Assessment

Risk Level: low — CME GROUP INC. shows low risk based on this filing. The filing is a routine DEF 14A, containing standard disclosures and no immediate material events or financial distress indicators.

Analyst Insight

Review the executive compensation details and any shareholder proposals to understand management incentives and potential governance changes.

Key Numbers

  • 20231231 — CONFORMED PERIOD OF REPORT (Fiscal year end)
  • 20240318 — FILED AS OF DATE (Filing date)
  • 31553 — SEC FILE NUMBER (SEC filing number)
  • 24759059 — FILM NUMBER (SEC film number)

Key Players & Entities

  • CME GROUP INC. (company) — FILER
  • 20 S. WACKER DR. (address) — BUSINESS ADDRESS
  • CHICAGO (location) — BUSINESS ADDRESS CITY
  • IL (location) — BUSINESS ADDRESS STATE
  • 60606 (postal_code) — BUSINESS ADDRESS ZIP
  • 364459170 (tax_id) — IRS NUMBER
  • CHICAGO MERCANTILE EXCHANGE HOLDINGS INC (company) — FORMER COMPANY
  • 20010802 (date) — DATE OF NAME CHANGE

FAQ

When did CME GROUP INC. file this DEF 14A?

CME GROUP INC. filed this Proxy Statement (DEF 14A) with the SEC on March 18, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by CME GROUP INC. (CME).

Where can I read the original DEF 14A filing from CME GROUP INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by CME GROUP INC..

What are the key takeaways from CME GROUP INC.'s DEF 14A?

CME GROUP INC. filed this DEF 14A on March 18, 2024. Key takeaways: CME Group Inc. filed a Definitive Proxy Statement (DEF 14A) on March 18, 2024.. The filing covers the fiscal year ending December 31, 2023.. The company's principal executive offices are located at 20 S. Wacker Dr., Chicago, IL 60606..

Is CME GROUP INC. a risky investment based on this filing?

Based on this DEF 14A, CME GROUP INC. presents a relatively low-risk profile. The filing is a routine DEF 14A, containing standard disclosures and no immediate material events or financial distress indicators.

What should investors do after reading CME GROUP INC.'s DEF 14A?

Review the executive compensation details and any shareholder proposals to understand management incentives and potential governance changes. The overall sentiment from this filing is neutral.

How does CME GROUP INC. compare to its industry peers?

CME Group Inc. operates as a financial exchange group, providing a platform for trading futures and options on various asset classes. This DEF 14A filing is standard for companies in the financial services sector.

Are there regulatory concerns for CME GROUP INC.?

The DEF 14A filing is mandated by the Securities Exchange Act of 1934, requiring public companies to provide detailed information to shareholders regarding annual meetings and corporate matters.

Industry Context

CME Group Inc. operates as a financial exchange group, providing a platform for trading futures and options on various asset classes. This DEF 14A filing is standard for companies in the financial services sector.

Regulatory Implications

The DEF 14A filing is mandated by the Securities Exchange Act of 1934, requiring public companies to provide detailed information to shareholders regarding annual meetings and corporate matters.

What Investors Should Do

  1. Analyze the executive compensation packages disclosed in the proxy statement.
  2. Review any shareholder proposals and management's recommendations.
  3. Note the date of the annual shareholder meeting for any upcoming voting opportunities.

Key Dates

  • 2024-03-18: Filing Date — Definitive Proxy Statement (DEF 14A) filed.
  • 2023-12-31: Fiscal Year End — Period covered by the filing.

Year-Over-Year Comparison

This is the initial filing of the DEF 14A for the fiscal year 2023. Previous filings would have been for earlier periods.

Filing Stats: 4,515 words · 18 min read · ~15 pages · Grade level 14.6 · Accepted 2024-03-18 16:07:57

Key Financial Figures

  • $5.6 b — the board boosted our total revenue to $5.6 billion, an increase of 11% over 2022. In
  • $3.5 billion — nt capital to shareholders. We declared $3.5 billion in dividends in 2023, including an annu
  • $1.9 billion — ncluding an annual variable dividend of $1.9 billion. In total, CME Group has returned over
  • $24.3 billion — . In total, CME Group has returned over $24.3 billion to shareholders in the form of dividend
  • $4 — ed 7.5 million Eurodollar contracts and $4 trillion in cleared USD LIBOR swaps to
  • $5.6 billion — of financial performance* Revenue of $5.6 billion and adjusted operating income of $3.7 b
  • $3.7 billion — illion and adjusted operating income of $3.7 billion , up 11% and 15% from 2022, respectivel
  • $3.2 billion — from 2022, respectively. Net income of $3.2 billion and diluted earnings per common share o
  • $8.86 — nd diluted earnings per common share of $8.86. Adjusted net income of $3.4 billion w
  • $3.4 billion — share of $8.86. Adjusted net income of $3.4 billion with adjusted diluted earnings per comm
  • $9 — ed diluted earnings per common share of $9.34, both up 17% as compared to the prio
  • $4.40 — increased by 10% to an annual return of $4.40 per share along with a $5.25 annual var
  • $5.25 — return of $4.40 per share along with a $5.25 annual variable dividend. In all, 2023

Filing Documents

To elect seventeen directors that we refer to as "Equity directors." DATE & TIME

ITEM 1 To elect seventeen directors that we refer to as "Equity directors." DATE & TIME Thursday, May 9, 2024 10:00 a.m. Central Time LOCATION Auditorium at CME Group's headquarters QUESTIONS May be submitted in advance to annualmeeting@cmegroup.com RECORD DATE March 11, 2024

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024

ITEM 2 To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024.

To approve, by advisory vote, the compensation of our named executive officers

ITEM 3 To approve, by advisory vote, the compensation of our named executive officers.

To elect three Class B-1 directors, two Class B-2 directors and one Class B-3 director

ITEM 4 To elect three Class B-1 directors, two Class B-2 directors and one Class B-3 director. Whether or not you plan to attend the annual meeting, we encourage you to read the attached proxy statement and vote your shares as soon as possible. These proxy materials are being made available to shareholders on or around March 18, 2024 . We appreciate your continued confidence in our company and look forward to you joining us on May 9, 2024. By order of the board of directors, Terrence A. Duffy Chairman and Chief Executive Officer Margaret A. Wright Corporate Secretary Your vote is important. Please read this proxy statement and vote your shares. Table of Contents Proxy Statement Summary Voting Matters 1 Ways to Vote 1 What's New in this Proxy Statement 2 2024 Board Composition (23 nominees) 3 2023 Performance Highlights 6 Corporate Governance Highlights 8

Executive Compensation Highlights 9

Executive Compensation Highlights 9 Shareholder Outreach and Engagement 10 Election of Equity Directors

– Election of Equity Directors 14

ITEM 1 – Election of Equity Directors 14 Director Nominations and Qualifications 14 Required Vote 18 Board Diversity 19 Director Attributes 21 Equity Directors up for Election 23 Corporate Governance Governance Highlights 32 Corporate Governance and Compliance Materials 33 Director Attendance 33 Director Independence 33 Public Directors 34 Board Leadership Structure 35 Board and Committee Oversight of Risk Management 36 Management Succession Planning 41 Background on CME Group's Class B Directors 42 Executive Sessions 43 TABLE OF CONTENTS Annual Assessment of Board, Committee and Individual Director Performance 43 Director Orientation and Continuing Education 44 Reporting Concerns to the Audit Committee 45 Contacting the Board of Directors 45 Environmental Social Governance 45 Engaging on Public Policy 47 Board Committees 48 Audit ITEM 2 – Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for 2024 52 Benefits of Longer Tenure and Independence Controls 53 The Audit Committee has Pre-Approval Processes for Non-Audit Services 54 Principal Accountant Fees and Services 54 Audit Committee Financial Experts 54 Required Vote 54 Audit Committee Report 55 Advisory Vote on the Compensation of our Named Executive Officers

– Advisory Vote on the Compensation of our Named Executive Officers 56

ITEM 3 – Advisory Vote on the Compensation of our Named Executive Officers 56 Factors to Consider 56 Required Vote 56 Election of Class B Directors

– Election of Class B-1, Class B-2 and Class B-3 Directors 57

ITEM 4 – Election of Class B-1, Class B-2 and Class B-3 Directors 57 Class B-1 Director Nominees 58 Class B-2 Director Nominees 60 Class B-3 Director Nominees 61 Compensation Compensation Committee Matters 62 Compensation Discussion and Analysis 64 Compensation Committee Report 78

Executive Compensation 79

Executive Compensation 79 TABLE OF CONTENTS Chief Executive Officer Pay Ratio 91 Pay Versus Performance Disclosure 92 Director Compensation 97 Other Business Other Business 103 General Information about the Annual Meeting 105 Appendices Appendix A – Reconciliation of GAAP and Non-GAAP Information 112 Appendix B – Categorical Independence Standards 115 The board of directors of CME Group Inc. ( CME Group) is providing this proxy statement in connection with the annual meeting of shareholders to be held on Thursday, May 9, 2024, at 10:00 a.m. Central Time. The terms the "company," "we," "us" and "our" refer to CME Group and its subsidiaries. Shares of our Class A common stock are listed on the Nasdaq Global Select Market (Nasdaq) under the trading symbol "CME." Our principal offices are located at 20 South Wacker Drive, Chicago, Illinois 60606. Our phone number is 312.930.1000. Further information about CME Group can be found at https://www.cmegroup.com. Information made available on our website does not constitute a part of this proxy statement. Additional information regarding the availability of materials referenced in this proxy statement is available on page 112 . Proxy Statement Summary Voting matters At or before the 2024 annual meeting of shareholders, we ask that you vote on the following items: Board Recommendation Page

Election of Equity directors FOR each of

ITEM 1 Election of Equity directors FOR each of the nominees 14 ITEM 2 Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024 FOR 52

Advisory vote of the compensation of our named executive officers

ITEM 3 Advisory vote of the compensation of our named executive officers FOR 56 Nominating and Governance Committee Recommendation Page

Election of Class B-1 directors FOR each of the

ITEM 4 Election of Class B-1 directors FOR each of the Class B-1 nominees 58 Election of Class B-2 directors FOR each of the Class B-2 nominees 60 Election of Class B-3 director FOR the one Class B-3 nominee 61 Ways to vote Shareholders of record, also referred to as registered shareholders, which are shareholders having an account at Computershare, our transfer agent, have the following ways to cast their vote: OVER THE INTERNET You can vote over the Internet at www.proxyvote.com by following the instructions provided in the Notice of Internet Availability of Proxy Materials (Notice) or proxy card. You may vote until 10:59 p.m., Central Time, on Wednesday, May 8, 2024. You will need the 16-digit control number or the unique QR code that appears on your Notice or proxy card when you access the webpage. BY MAIL If you requested to receive printed proxy materials, you can vote by mail pursuant to instructions provided on the Notice or proxy card. Be sure to allow sufficient time for delivery. BY PHONE Registered owners of Class A and Class B shares may vote by calling 1-800-690-6903 (toll free). You will need the 16-digit control number that appears on your Notice or proxy card for each class of shares you are voting. You may vote until 10:59 p.m., Central Time, on Wednesday, May 8, 2024. IN PERSON - BY ATTENDING THE ANNUAL MEETING 2024 PROXY STATEMENT CME GROUP 1 PROXY STATEMENT SUMMARY TABLE OF CONTENTS Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on Thursday, May 9, 2024: our proxy statement and 2023 annual report are available free of charge on our website at https://www.cmegroup.com/investor-relations.html. Weblinks in this proxy statement are provided for convenience only and information on CME Group's website is not incorporated by reference into this proxy statement. If you are a registered shareholder of record of Class A and/or Class B shares and cannot locate your 16-digit

Executive compensation highlights

Executive compensation highlights What we do What we don't do Tie a significant portion of pay (50+% of named executive officers' target total compensation) to performance, focusing our named executive officers on financial and operational measures of success and shareholder results No guaranteed incentive compensation for named executive officers No dividends or dividend equivalents on unearned performance awards Use a variety of performance vehicles with an emphasis on the long-term and on equity-based awards No stock option repricing, exchanges or stock options granted below market value Maintain a clawback policy for the recoupment of performance-based compensation that was not earned in the event of a restatement in compliance with new SEC rules No excessive perquisites and no tax reimbursements for perquisites No above-market returns on deferred compensation plans Ability to recoup unvested equity awards in connection with terminations for cause No hedging of company securities for board members and all employees and restrictions on pledging our Class A common stock by board members and executive officers Amended our Omnibus Stock Plan to provide for "double trigger" vesting in the event of a change of control for future awards not already subject to an employment agreement No excise tax gross ups Maintain meaningful stock ownership guidelines Mitigate compensation risk Solicit an annual advisory vote on executive compensation and carefully consider shareholder feedback in future decision-making Retain an independent compensation consultant 2024 PROXY STATEMENT CME GROUP 9 PROXY STATEMENT SUMMARY TABLE OF CONTENTS Shareholder outreach and engagement Shareholders who invest in our company and elect the board of directors are entitled to open and meaningful information about our business, strategies, corporate governance and senior management compensation practices so they can make informed decisions and knowledgeably part

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