Slide 1: Schedule 14A Proxy Statement Information
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 x Filed by a Pa
Slide 2: Filing Party and Date Filed
(3) Filing Party: (4) Date Filed:
Slide 3: Meeting with ISS Proxy Advisory Services
On April 25, 2012, representatives of CME Group Inc. (the “Company”) met with representatives of ISS Proxy Advisory Services to discuss the Company’s 2012 annual meeting and related proposals. A copy of the materials from such meeting are attached hereto.
Slide 4: Presentation to ISS: CME Group 2012 Annual Meeting
Presentation to ISS: CME Group 2012 Annual Meeting April 25, 2012
Slide 5: Agenda
Agenda • Enhancements to our Compensation Program • Enhancements to our Corporate Governance Practices • Related Party Transactions © 2012 CME Group. All rights reserved 2
Slide 6: Enhancements to our Compensation Program
Enhancements to our Compensation Program
Slide 7: We Have Enhanced Alignment of Pay with Performance
We Have Enhanced Alignment of Pay with Performance Since our last annual meeting, we have implemented the following improvements to our compensation program: • Performance shares added to our 2011 annual equity grants – Tied to our achievement of 2012 cash earnings and annual total shareholder retur
Slide 8: CEO compensation aligned with total shareholder return
Our CEO’s realized and potential compensation has been aligned with our performance, measured by total shareholder return year-over-year on an indexed basis, and we have achieved consistent growth in our cash earnings. See pages 40 and 41 of the proxy statement for more detail © 2012 CME Group. All
Slide 9: Portion of compensation tied to cash earnings and relative TSR
The following table shows the increase in the portion of compensation tied to cash earnings achievement and total relative shareholder return for our named executive officers. We believe the composition of this performance-based pay will increase to approximately 50% in 2012 based on the increase in
Slide 10: Short-term incentive program tied to cash earnings
Our short-term incentive program is performance based and is tied to our achievement of cash earnings: • 2010 - Cash earnings achievement was 110% of target • 2011 - Target increased 11% vs. prior year actual cash earnings – Cash earnings achievement was 101% of target – Bonuses for all of our named
Slide 11: Analysis of Pay Relative to Peers
Analysis of Pay Relative to Peers • We believe the ISS peer group should include other financial exchanges — such as The NASDAQ OMX Group, Inc. and NYSE Euronext, who are similarly sized in terms of revenue – Revenues better reflect the size of financial exchanges where the objective is to collect c
Slide 12: Enhancements to our Corporate Governance Practices
Enhancements to our Corporate Governance Practices
Slide 13: We Enhanced our Corporate Governance Practices
We Enhanced our Corporate Governance Practices In response to shareholder concerns, we have instituted the following improvements in our corporate governance: • Seeking shareholder approval at the 2012 Annual Meeting to declassify our Board and move to annual elections as of the 2014 Annual Meeting
Slide 14: Proxy Access Proposal
Proxy Access Proposal CME Group received a shareholder proposal from Norges Bank, the central bank for the Government of Norway, for a binding bylaw amendment providing for proxy access: • Ownership Threshold: 1% or more of our outstanding common stock beneficially owned by a shareholder or group of
Slide 15: Proxy Access Proposal
Proxy Access Proposal We believe that ISS should recommend AGAINST the proxy access proposal at CME Group for the following reasons: • A 1% holder at CME Group is the owner of an investment of less than $200 million • Proxy access combined with our existing Class B shareholder director election righ
Slide 16: Related Party Transactions
Related Party Transactions We believe that ISS should recommend FOR the election of Dennis H. Chookaszian: • In its 2011 advisory report, ISS noted that Dennis Chookaszian serves as a non- independent member of the Audit Committee – Classification based on Mr. Chookaszian’s son being employed by a c
Slide 17: Conclusion
Conclusion In summary, we believe that ISS should recommend that its clients: Vote FOR the advisory approval of the compensation of our named executive officers Vote AGAINST the binding shareholder proposal for proxy access Vote FOR the election of Dennis H. Chookaszian Questions regarding CME Group