DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEUDLE 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.     )

 

 

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¨   Preliminary Proxy Statement
¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement
x   Definitive Additional Materials
¨   Soliciting Material Pursuant to §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)

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The following information was distributed or made available on after February 13, 2014 by CME Group Inc. to its Class B-1, Class B-2 and Class B-3 shareholders:

 

 

 

LOGO

February 13, 2014

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 year’s Annual Meeting of Shareholders. As approved at the 2012 annual meeting, effective with the 2014 annual meeting, 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 2014 Annual Meeting will be on Wednesday, May 21, 2014. 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.

CLASS B DIRECTOR NOMINEES

Class B-1 Director Nominees

Three directors will be elected by the holders of the Class B-1 shares. The Class B-1 Nominating Committee has selected the following four nominees for these positions:

Jeffrey M. Bernacchi

Bruce F. Johnson

Howard J. Siegel

Brett C. Simons

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Class B-2 Director Nominees

Two 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:

Raymond S. Cahnman

Patrick W. Maloney

Ronald A. Pankau

David J. Wescott

Class B-3 Director Nominees

One 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:

Gary M. Katler

Peter J. Kosanovich

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 nominee’s 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 Company’s 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 me in the Office of the Secretary, (20 South Wacker Drive, Chicago, IL 60606; (fax: 312.930.4556)) prior to 5:00 p.m., Chicago time, Sunday, February 23, 2014.

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 Company’s definitive proxy statement to our shareholders. We expect this mailing to occur in mid-April.

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CLASS B NOMINATING COMMITTEE NOMINEES

Class B-1 Nominating Committee

Five members will be elected to the Class B-1 Nominating Committee. The Class B-1 Nominating Committee has selected the following nominees for election to the Class B-1 Nominating Committee:

 

William C. Bauman

Thomas A. Bentley

John G. Connelly

Michael J. Downs

John C. Garrity

   

Bradley S. Glass

Mark S. Kobilca

Douglas M. Monieson

Brian J. Muno

Jeremy J. Perlow

Class B-2 Nominating Committee

Five members will be elected to the Class B-2 Nominating Committee. The Class B-2 Nominating Committee has selected the following nominees for election to the Class B-2 Nominating Committee:

 

Jeffrey R. Carter

Richard J. Duran

Yra G. Harris

Timothy A. Lattner

   

Patrick J. Mulchrone

Gregory J. Veselica

Barry D. Ward

As there are additional open positions for nominees to the Class B-2 Nominating Committee, if you would like to be considered for service, please contact Bob Krewer at (312) 435-3473 or Colleen Hoy at 312-341-3422.

Class B-3 Nominating Committee

Five members will be elected to the Class B-3 Nominating Committee. The Class B-3 Nominating Committee has selected the following nominees for election to the Class B-3 Nominating Committee:

 

J. Kenny Carlin

Elizabeth A. Cook

Bryan P. Cooley

Lester E. Crockett Jr.

Laurence E. Dooley

   

Mario J. Florio

David P. Gaughan

Kevin P. Heaney

Scott D. Moore

Donald J. Sliter

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.

cc: Board of Directors

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*****

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 2014 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 Commission’s 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 Commission’s 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.