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 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 |
| x | 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)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Kathleen M. Cronin
Managing Director, General Counsel and Corporate Secretary
PHONE: 312 / 930-3488
FAX: 312 / 930-4556
kathleen.cronin@cmegroup.com
January 22, 2009
| To: | Our Class B-1, Class B-2 and Class B-3 Shareholders |
Re: Class B Director Nominees
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.
In March, you will receive a proxy statement from our Board of Directors relating to the Annual Meeting. You will also receive a copy of our Annual Report to Shareholders and Annual Report on Form 10-K. 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.
At this Annual Meeting, one director will be elected by the holders of each of the Class B-1 and Class B-2 common stock.
Class B-1 Nominating Committee Recommendations
One director will be elected by the holders of the Class B-1 shares at the 2009 Annual Meeting. The Class B-1 Nominating Committee has selected the following nominees for this position:
Jeffrey M. Bernacchi
William G. Salatich, Jr.
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Class B-2 Nominating Committee Recommendations
One director will be elected by the holders of the Class B-2 shares at the 2009 Annual Meeting. The Class B-2 Nominating Committee has selected the following nominees for this position:
Timothy A. Lattner
David J. Wescott
Petitioning Process
As in past years, and pursuant to the terms of our bylaws, a holder of Class B-1 or Class B-2 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 or 100 Class B-2 shares, respectively, to be included as a nominee for a 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, prior to 5:00 p.m., Chicago time, on Sunday, February 1st.
If you have any questions about the nomination or election process or the Annual Meeting, please feel free to call me at (312) 930-3488 or Meg Austin at (312) 930-3305. We look forward to seeing you at the Annual Meeting.
Very truly yours,
Kathleen M. Cronin
Managing Director, General Counsel and Corporate Secretary
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 2009 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 Membership 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.