PRE 14A 1 d289433dpre14a.htm PRELIMINARY PROXY STATEMENT Preliminary Proxy Statement
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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  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

x

   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 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.

 

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¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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Table of Contents

 

LOGO

April     , 2012

 

LETTER FROM THE BOARD OF DIRECTORS TO OUR SHAREHOLDERS:

We are pleased to enclose this year’s proxy statement and look forward to providing you with an update on our accomplishments at our 2012 annual meeting.

As we continue to navigate the ever-changing environment, we remain focused on our goal to be strategically positioned for strong long-term performance.

The following highlights elements of our performance and corporate governance as described in more detail in this proxy statement.

Enhancing our Corporate Governance

The board and its governance committee continue to evaluate its corporate governance practices. As discussed in Item 4, we are seeking shareholder approval to declassify our board as of the 2014 annual meeting and move to annual elections. Our board weighed the benefits of having a classified structure and determined that it was in the best interests of CME Group and its shareholders to recommend the change. Additionally, after consideration, the board allowed its shareholder rights plan to expire in December 2011. The board believes these actions serve to enhance its corporate governance practices and demonstrate our responsiveness to shareholder concerns.

Following this annual meeting, our board size will be decreased by two and our board will continue to evaluate how to effectively further reduce our size. We believe that the proposed transition to annual elections as of the 2014 annual meeting combined with the expiration of the CBOT director representation rights as of the 2012 annual meeting will provide us with the flexibility to decrease our size while ensuring that we maintain the appropriate expertise, industry knowledge and skills to effectively oversee our complex business while maintaining compliance with applicable listing and regulatory requirements.

Executive Compensation and Shareholder “Say on Pay”

In 2011, we submitted our first advisory “say on pay” proposal to our shareholders. While the proposal was approved with 64% support, we took into consideration the significant number of against votes. Our compensation committee has increased the alignment of pay and performance for our named executive officers as described in more detail in the Compensation Discussion and Analysis section beginning on page 38. In particular, the committee added performance shares to the mix of our equity compensation starting with our annual grant in September 2011 without increasing the overall long-term incentive target opportunity for each of our named executive officers. These performance shares are tied to our achievement of cash earnings and annual total shareholder return relative to the S&P 500 and represented 25% of the 2011 annual long-term incentive award. For 2012, our compensation committee has increased the proportion of performance shares to 50% of the long-term incentive award and eliminated the use of stock options, subject to the modification of existing employment agreements for certain of our named executive officers, which we expect to be completed prior to the filing of our definitive proxy statement. Future performance share awards will be tied to growth in our cash earnings on per share basis and total shareholder return relative to the S&P 500 measured over a three-year period.

Restoring Confidence in the Industry

From the beginning of the MF Global failure, we have been committed to working with our customers and all other stakeholders to strengthen customer protections and to restore confidence in our industry. To assist our customers, we took steps to expedite their return of additional securely held funds by providing a guarantee to the bankruptcy trustee. We also have been working in partnership with the National Futures Association, the Futures Industry Association, our fellow exchanges, futures commission merchants and customers on a broad range of solutions. As a first step, we established a fund designed to provide protection of customer segregated funds for U.S. family farmers and ranchers. This customer group, which was the basis for the creation of the futures industry, plays an important role in our markets and in the food production for our nation.

Focus on Environmental Responsibility

We are pleased with our efforts to reduce our carbon footprint in connection with the construction of our new data center that became operational in 2011 and our other critical infrastructures. These projects included the installation of a reflective roof, the reuse of approximately 1,600 tons of concrete and roof gravel, the salvage of 17 mature trees from the construction site and the use of energy efficient infrastructure and cooling techniques. The one time savings of approximately 7,900 tons of CO2 in connection with this project translates into removing nearly 1,500 cars off the road for a year. Not only are these initiatives “green” for the environment, we also expect them to lead to reduced operating costs.

In closing, we want to emphasize our commitment and accountability to you.

The Board of Directors of CME Group Inc.


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LOGO

 

April     , 2012

Dear Shareholder:

It is our pleasure to invite you to attend the 2012 annual meeting of shareholders of CME Group Inc. The meeting will be held at 3:30 p.m., Central Time, on Wednesday, May 23, 2012, in the auditorium at CME Group’s headquarters, located at 20 South Wacker Drive, Chicago, Illinois.

In addition to topics described herein, we will provide a report on our operating results and there will be an opportunity to ask questions of interest to you as a valued shareholder and customer.

Your vote is very important. We urge you to vote your shares promptly, even if you plan to attend the meeting. You may vote your shares over the Internet. If you received a paper copy of the proxy card by mail, you may vote by signing, dating and mailing the proxy card in the envelope provided. Holders of Class A shares may also vote by telephone.

Sincerely,

 

LOGO    LOGO

Terrence A. Duffy

Executive Chairman

  

Craig S. Donohue

Chief Executive Officer


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LOGO

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

 

TIME AND DATE:    3:30 p.m., Central Time, on Wednesday, May 23, 2012.
PLACE:    CME Group headquarters in the auditorium, located at 20 South Wacker Drive, Chicago, Illinois.
MATTERS TO BE VOTED ON:   

Item 1:  To elect seven directors that we refer to as “Equity directors.”

  

Item 2:  To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2012.

  

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

  

Item 4:  To approve an amendment to our certificate of incorporation to eliminate classification of our board of directors as of the 2014 annual meeting.

  

Item 5:  To approve an amendment to our Omnibus Stock Plan.

  

Item 6:  To approve an amendment to our Employee Stock Purchase Plan.

  

Item 7:  To consider a shareholder proposal set forth in the proxy statement, if properly presented at the annual meeting.

  

Item 8:  To elect one Class B-1 director and one Class B-2 director.

  

Item 9:  To elect five members of the Class B-1 nominating committee and five members of the Class B-3 nominating committee.

   And, to transact any other business that may properly come before the meeting.
WHO MAY VOTE:    Shareholders of record of CME Group Inc. Class A or Class B common stock at the close of business on March 28, 2012.
IMPORTANT INFORMATION
ON VOTING YOUR SHARES:
   If you wish to vote over the Internet or by telephone (Class A shares only) and you hold your shares at Computershare, our transfer agent, you may vote until 10:59 p.m., Central Time, on Tuesday, May 22, 2012. If you hold your shares through a bank or broker you will need to vote in accordance with their deadline, which may be earlier than May 22, 2012.
IMPORTANT INFORMATION
ABOUT ATTENDING THE
MEETING:
   If you are attending the meeting, you will be asked to present your photo identification, such as a driver’s license or passport. If you are not a shareholder of record, you must bring evidence from your bank or broker that you are a shareholder and are eligible to attend the meeting, such as a letter or account statement. Please allow sufficient time to clear security. Additional information about the meeting logistics is available beginning on page 72. Individuals who cannot show evidence of share ownership as of the record date will be denied admittance to the meeting.
IMPORTANT NOTICE
REGARDING THE DATE OF
AVAILABILITY OF PROXY
MATERIALS:
   We are pleased to again take advantage of the Securities and Exchange Commission (SEC) rule allowing companies to furnish proxy materials to their shareholders over the Internet. We believe that this e-proxy process expedites your receipt of proxy materials, while also lowering the costs and reducing the environmental impact of our annual meeting. We expect to either mail or provide notice and electronic delivery of this notice of annual meeting, proxy statement and 2011 annual report on or about April     , 2012. The proxy statement contains instructions on how you can (i) receive a paper copy of the proxy materials, if you only received a notice by mail, or (ii) elect to receive your proxy materials over the Internet next year, if you received them by mail this year.

 

By order of the board of directors,
LOGO
Kathleen M. Cronin
Managing Director, General Counsel and Corporate Secretary

April     , 2012

Chicago, Illinois


Table of Contents

SUMMARY INFORMATION

 

To assist you in reviewing our 2011 performance, we would like to call your attention to key elements of our proxy statement. The following description is only a summary. For more complete information about these topics, please review our 2011 annual report and the complete proxy statement. Additional information regarding the logistics of the annual meeting is available beginning on page 72.

 

BUSINESS HIGHLIGHTS

Despite a challenging environment, 2011 was another productive year for CME Group. We delivered strong volume, profit and cash flow results. We also continued to deliver on our growth initiatives and create value for our shareholders through increased dividend payments in 2012. For a more detailed discussion on our financial performance, see our 2011 annual report.

 

COMPENSATION HIGHLIGHTS

As discussed in our Compensation Discussion and Analysis section beginning on page 38, we continued to enhance our pay for performance program with the addition of performance shares and we will be increasing the proportion of such shares in 2012. Additionally, in 2012, we will be increasing the performance period from one year to three years and adding a new company performance measure. The 2012 performance share award will be weighted equally on three-year cash earnings growth on a per share basis and three-year total shareholder return relative to the S&P 500.

 

SHAREHOLDER ACTIONS

 

ELECTION OF DIRECTORS (Items 1 and 8)

You will find important information about the qualifications and experience of each of the Equity director nominees beginning on page 5 and the Class B director nominees on page 34. Our board recommends that you vote “FOR” each of the Equity director nominees. It is not making a recommendation on the election of the Class B directors.

ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (Item 3)

For the second year, our shareholders have the opportunity to cast a non-binding advisory vote on the compensation of our named executive officers, as set forth in Item 3 on page 21. Following last year’s vote, our compensation committee has approved changes to our program which resulted in increased compensation being tied to our performance. In evaluating this “say on pay” proposal, we recommend that you review our Compensation Discussion and Analysis, which explains how and why the compensation committee arrived at the compensation actions and decisions for 2011. Our board recommends that you vote “FOR” the advisory approval of the compensation of our named executive officers.

ANNUAL BOARD ELECTIONS (Item 4)

To enhance our corporate governance practices and demonstrate our responsiveness to shareholder concerns, we are seeking shareholder approval of an amendment to our certificate of incorporation to eliminate classification of our board of directors as of the 2014 annual meeting. After weighing the considerations discussed in more detail in Item 4 on page 22, our board has determined that the elimination of our classified board structure as of the 2014 annual meeting is in the best interests of CME Group and its shareholders. Our board recommends that you vote “FOR”

the amendment to declassify our board as of the 2014 annual meeting.

APPROVAL OF AN AMENDMENT TO OUR OMNIBUS STOCK PLAN (Item 5)

To continue to provide long-term incentives to our senior management group and other employees, we are seeking an amendment to our Omnibus Stock Plan to extend the expiration of the term of the plan from June 30, 2012 to June 30, 2022. In connection with seeking approval to extend the plan termination date, we are also seeking approval of additional amendments relating to the operation of our equity program. See page 23 for more detail. Our board recommends that you vote “FOR” the approval of the amendment.

APPROVAL OF AN AMENDMENT TO OUR EMPLOYEE STOCK PURCHASE PLAN (Item 6)

We are also seeking to add additional authorized shares and extend the expiration date of our existing Employee Stock Purchase Plan. See page 27 for more detail. Our board recommends that you vote “FOR” the approval of the amendment.

SHAREHOLDER PROPOSAL (Item 7)

You are being asked to consider a shareholder proposal contained in the proxy statement to provide for shareholder proxy access. As discussed in our statement beginning on page 30, we believe that the ownership level of only 1% combined with a holding requirement of only one year does not establish meaningful long-term ownership which must be a prerequisite to having the ability to nominate up to 25% of our board. Our board recommends that you vote “AGAINST” the shareholder proposal.

 

 

 
Notice of Annual Meeting of Shareholders and 2012 Proxy Statement          1   


Table of Contents

TABLE OF CONTENTS

 

Proxy Statement for the

Annual Meeting of Shareholders of

CME GROUP INC.

To be held on Wednesday, May 23, 2012

 

Item 1 – Election of Equity Directors

    3   

Election Process

    3   

Director Nominations

    3   

Director Qualifications

    3   

2012 Director Nominees

    4   

Equity Directors up for Election at the 2012 Annual Meeting

    5   

Directors Not Standing for Election in 2012

    7   

Directors Retiring from the Board in 2012

    11   

Director Attributes

    12   

Corporate Governance

    13   

Recent Enhancements

    13   

Corporate Governance Materials

    13   

Director Attendance

    13   

Director Independence

    13   

Public Directorship

    14   

Board Leadership Structure

    14   

Board’s Role in Risk Oversight

    15   

Executive Sessions

    15   

Annual Assessment of Board and Committee Performance

    15   

Contacting the Board of Directors

    15   

Reporting Concerns to the Audit Committee

    16   

Attendance at Annual Meetings

    16   

Committees of the Board

    16   

Item 2 – Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for 2012

    18   

Audit Committee Policy for Approval of Audit and Permitted Non-Audit Services

    18   

Principal Accountant Fees and Services

    18   

Audit Committee Financial Experts

    19   

Report of the Audit Committee

    20   

Item 3 – Advisory Vote on the Compensation of our Named Executive Officers

    21   

Item 4 – Approval of an Amendment to our Certificate to Eliminate Classification of our Board of Directors as of the 2014 Annual Meeting

    22   

Item 5 – Approval of an Amendment to our Omnibus Stock Plan

    23   

Item 6 – Approval of an Amendment to our Employee Stock Purchase Plan

    27   

Item 7 – Shareholder Proposal to Implement
Proxy Access

    30   

Proposals for our Class B Shareholders

    33   

Item 8 – Election of Class B-1 and Class B-2 Directors

    34   

Item 9 – Election of Class B-1 and Class B-3 Nominating Committees

    35   

Compensation Committee Matters

    36   

Compensation Discussion & Analysis

    38   

Compensation Committee Report

    51   

Executive Compensation

    52   

Equity Compensation Plan Information

    62   

Director Compensation

    63   

Security Ownership of CME Group Common Stock

    67   

Other Business

    69   

Certain Business Relationships with Related
Persons

    69   

Charitable and Civic Contributions

    71   

Section 16(a) Beneficial Ownership Reporting Compliance

    71   

Legal Proceedings

    71   

General Information about the Meeting

    72   

Appendix A – Categorical Independence Standards

    A-1   

Appendix B – Fourth Amended and Restated Certificate of Incorporation of CME Group Inc.

    B-1   

Appendix C – CME Group Inc. Amended and Restated Omnibus Stock Plan

    C-1   

Appendix D – Amended and Restated CME Group Inc. Employee Stock Purchase Plan

    D-1   
 

 

 

The board of directors of CME Group Inc. is providing this proxy statement in connection with the annual meeting of shareholders to be held on May 23, 2012, at 3:30 p.m. Central time, in the auditorium at CME Group’s corporate headquarters, 20 South Wacker Drive, Chicago, Illinois. The terms “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 http://www.cmegroup.com. Information made available on our Web site 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 76.

 

 
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ITEM 1—ELECTION OF EQUITY DIRECTORS

 

You are being asked to vote on the election of seven Equity director nominees. The biographies of the Equity director nominees are set forth beginning on page 5.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE EQUITY DIRECTOR NOMINEES.

 

ELECTION PROCESS

Our certificate of incorporation provides that our board shall consist of no more than 33 members with six directors (Class B directors) elected by Class B shareholders and the remaining directors (Equity directors) elected by our Class A and Class B shareholders voting together. The election of the Class B directors is discussed under Item 8 on page 34. In accordance with our bylaws, directors are elected by a plurality of the shares present at the meeting, meaning that director nominees with the most affirmative votes are elected to fill the available seats. Assuming our proposal to eliminate classification of our board of directors as of the 2014 annual meeting as discussed in Item 4 is approved, the directors elected at the 2012 annual meeting will hold office for a two-year term expiring at the 2014 annual meeting. If the proposal is not approved, such directors will serve a three-year term. Directors who are not up for election this year will continue in office for the remainder of their terms. Following the 2012 annual meeting our board will consist of 30 members.

DIRECTOR NOMINATIONS

Our board and its nominating committee seek candidates with a variety of talents and expertise to ensure that the board overall as a whole is operating effectively and is focused on creating long-term value for our shareholders. We believe that our board should be composed of individuals from diverse professional backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity and who exercise their good judgment to provide practical insights and different perspectives. In selecting candidates, the board endeavors to find individuals who have a solid record of accomplishment in their chosen fields and who display the independence of mind and strength of character to effectively represent the best interests of our shareholders.

The nominating committee solicits candidates from its current directors and, if deemed appropriate, retains, for a fee, recruiting professionals to identify and evaluate candidates. The nominating committee also considers Equity director nominees recommended by shareholders if the recommendations are submitted in writing, accompanied by a description of the proposed nominee’s qualifications and other relevant biographical information and evidence of consent of the proposed nominee to serve as a director if elected. Recommendations should be addressed to the nominating committee, Attention: Corporate Secretary, CME Group Inc.,

20 South Wacker Drive, Chicago, Illinois 60606. In considering a shareholder recommendation, the nominating committee may seek input from an independent advisor, legal counsel and/or other directors, as appropriate, and will reach a conclusion using its standard criteria. A copy of our nominating committee’s charter is available on our Web site. In connection with the 2012 annual meeting, the nominating committee met with two potential candidates who requested consideration for nomination as an Equity director. After a comprehensive evaluation process, the committee declined to recommend their nomination to the board.

The holders of the Class B-1, Class B-2 and Class B-3 common stock have the right to elect members of nominating committees for their respective class, which are responsible for nominating candidates for election by their class. Our certificate of incorporation requires that director candidates for election by a class of Class B common stock own, or be recognized under our rules as the owner of, at least one share of that class.

DIRECTOR QUALIFICATIONS

The nominating committee believes that it is essential that board members represent diverse viewpoints. However, it has not adopted a specific policy on the role of diversity in assessing director candidates. In considering candidates for the board, the nominating committee considers the entirety of each candidate’s credentials. With respect to the nomination of continuing directors for re-election, the individual’s contributions to the board are also considered. In assessing new candidates for the board, we have not adopted a set of firm criteria that an individual must meet to be considered. The nominating committee, composed entirely of directors who are independent under applicable listing standards, reviews the qualifications and backgrounds of potential directors in light of the needs of the board and CME Group at the time and nominates a slate of Equity director nominees to be nominated for election at the annual meeting of shareholders. In evaluating potential director nominees, the nominating committee will take into consideration, among other factors, whether the nominee:

 

 

Has the highest professional and personal ethics and values.

 

 

Is independent of management under our Categorical Independence Standards.

 

 

 
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ITEM 1—ELECTION OF EQUITY DIRECTORS (CONTINUED)

 

 

 

Has the relevant expertise and experience required to offer advice and guidance to our CEO.

 

 

Helps the board reflect the industry diversity of interest composition requirements set forth in our bylaws.

 

 

Has the ability to make independent analytical inquiries.

 

 

Can dedicate sufficient time, energy and attention to the diligent performance of his or her duties.

 

 

Has the ability to represent the interests of the shareholders of CME Group and to create long-term value.

 

 

Has any special business experience and expertise in a relevant area.

 

 

Would be considered an audit committee financial expert or financially literate, as such terms are defined in applicable rules, regulations and listing standards.

 

 

Has an understanding of our business, products, market dynamics and customer base.

For more information concerning our directors’ qualifications, see the Director Attributes on page 12.

2012 DIRECTOR NOMINEES

Upon the recommendation of the board nominating committee, the board has nominated Dennis H. Chookaszian, Larry G. Gerdes, Daniel R. Glickman, James E. Oliff, Edemir Pinto, Alex J. Pollock and William R. Shepard. Each of the Equity director nominees currently serves on the board. All of the Equity director nominees are independent with the exception of Mr. Pinto. Mr. Pinto serves as the BM&FBOVESPA board representative in accordance with the terms of our strategic partnership and equity ownership agreement. We also hold a seat on the BM&FBOVESPA board of directors, which is filled by our CEO. Pursuant to the terms

of the agreement, we each have the right to maintain our board seat during the term of the strategic partnership, subject to certain minimum stock ownership requirements and election by the shareholders.

In addition to the nominees for Equity director, our Class B-1 and Class B-2 shareholders are each entitled to elect a nominee. Messrs. Bernacchi and Wescott are current members of our board and have terms expiring at the 2012 annual meeting and were elected by the Class B-1 and Class B-2 shareholders, respectively. The biographies of these nominees are set forth on page 34 under Item 8.

We have no reason to believe that any of the Equity director or Class B director nominees will be unable or unwilling to serve if elected.

References to terms of our board of directors include service on the board of CME Group (f/k/a Chicago Mercantile Exchange Holdings Inc.) from its formation in 2001 and service on the board of its wholly-owned subsidiary, Chicago Mercantile Exchange Inc. (CME). CME Group became a public company in December 2002. The boards of our other exchange subsidiaries, Board of Trade of the City of Chicago, Inc. (CBOT), CME, Commodity Exchange, Inc. (COMEX) and New York Mercantile Exchange, Inc. (NYMEX) are comprised of the same members as the CME Group board of directors. Ages are as of February 15, 2012. Information on public directorships is for the past five years.

REQUIRED VOTE

Seven nominees receiving the highest number of “FOR” votes from all classes of our Class A and Class B common stock present or represented by proxy at the annual meeting voting together as a single class.

 

 

 
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ITEM 1—ELECTION OF EQUITY DIRECTORS (CONTINUED)

 

EQUITY DIRECTORS UP FOR ELECTION AT THE 2012 ANNUAL MEETING

 

Dennis H. Chookaszian

Age: 68

Director since: 2004

  Public Directorships:

Career Education Corporation

LoopNet, Inc.

Insweb Corp.

Allscripts Healthcare Solutions, Inc.

 

   

Mr. Chookaszian served as Chairman of the Financial Accounting Standards Advisory Council from 2007 to 2011. From 1999 until 2001, Mr. Chookaszian served as Chairman and CEO of mPower, Inc., a financial advice provider focused on the online management of 401(k) plans. Mr. Chookaszian served as Chairman and CEO of CNA Insurance Companies from 1992 to 1999. During his 27-year career with CNA, Mr. Chookaszian held several management positions at the business unit and corporate levels, including President and COO from 1990 to 1992 and CFO from 1975 to 1990. Mr. Chookaszian is a registered certified public accountant.

 

Larry G. Gerdes

Age: 63

Director since: 2007

  Public Directorships:

Access Plans, Inc.

Transcend Services, Inc.

 

 

Previous Public Directorships:

CBOT Holdings

Mr. Gerdes has served as Chairman of Transcend Services, Inc., the second largest medical transcription company in the United States, since 2000 and as its CEO since 1993. Mr. Gerdes is also a general partner of Gerdes Huff Investments. Since 1983, Mr. Gerdes has served as general partner of Sand Hill Financial Company, a venture capital partnership. Mr. Gerdes is a major shareholder and President of Friesland Farms, LLC. He also is a member of the Dean’s Advisory Council for The Kelley School of Business at Indiana University, serves on the non-profit boards of the Tommy Nobis Center and the J. Kyle Braid Leadership Foundation and serves as trustee for Monmouth College.

 

Daniel R. Glickman

Age: 67

Director since: 2001

 

  Previous Pubic Directorships:

Hain-Celestial Corporation

   

Mr. Glickman has served as the Executive Director of the Aspen Institute’s Congressional Program since April 2011. Mr. Glickman also has served as a Senior Fellow for the Bipartisan Policy Center since July 2010. From 2004 to April 2010, Mr. Glickman served as Chairman and CEO of the Motion Picture Association of America, Inc. Mr. Glickman previously served as Director of the Institute of Politics at Harvard University’s John F. Kennedy School of Government from 2002 to 2004 and, until 2004, had been a Senior Advisor in the law firm of Akin, Gump, Strauss, Hauer & Feld, where he was a partner from 2001. He also served as U.S. Secretary of Agriculture from 1995 through 2001 and as a member of the U.S. Congress, representing a district in Kansas, from 1977 through 1995.

 

James E. Oliff

Age: 63

Director since: 1994

1982 - 1992

 

  Public Directorships:

FFastFill, plc

   

Mr. Oliff has been a member of CME for more than 30 years. Mr. Oliff served as our Vice Chairman from 2002 until 2007 and as our Second Vice Chairman from 1998 until 2002. Mr. Oliff has also served as President of FILO Corp., a floor brokerage business, since 1982. Mr. Oliff previously served as Executive Director of International Futures and Options Associates from 1996 to 2005, as President and CEO of FFast Trade U.S., LLC from 2001 to 2005, as Chairman and CEO of FFastFill Inc. from 2003 to 2005 and as FFastFill’s COO from 2001 to 2003. He also served as President of LST Commodities, LLC, an introducing broker, from 1999 until 2002. He currently serves as a member of the advisory board for the MS Program in Financial Engineering at Kent State University and the advisory board of The Review of Futures Markets.

 

 
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ITEM 1—ELECTION OF EQUITY DIRECTORS (CONTINUED)

 

 

Edemir Pinto

Age: 58

Director since: 2011

 

       

Mr. Pinto joined the Brazilian Mercantile & Futures Exchange (BM&F) in 1986. In 1987, he became the Derivatives Clearinghouse Officer where he was responsible for risk management, settlement, participant registration, collateral, custody, and controllership. In 1999, he was named CEO of BM&F, and, then, in 2002 he also became the CEO of the Brazilian Commodities Exchange. Mr. Pinto was a member of the BM&F Board of Directors until 2007. After the integration of BM&F S.A. and Bovespa Holding, creating BM&FBOVESPA S.A., Mr. Pinto was officially appointed to the position of CEO of the combined company.

 

Alex J. Pollock

Age: 69

Director since: 2004

 

  Previous Public Directorships:

Allied Capital Corp.

   

Mr. Pollock has served as Resident Fellow of the American Enterprise Institute in Washington, D.C. since 2004 and previously served as President and CEO of the Federal Home Loan Bank of Chicago from 1991 through 2004. He was previously President and CEO of Community Federal Savings. Mr. Pollock serves on the non-profit boards of Great Lakes Higher Education Corporation and the Great Books Foundation.

 

William R. Shepard

Director since: 1997

Age: 65

 

       

Mr. Shepard has been a member of CME for more than 30 years. Previously he served as our Second Vice Chairman from 2002 to 2007. Mr. Shepard is founder and President of Shepard International, Inc., a futures commission merchant.

 

 
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ITEM 1—ELECTION OF EQUITY DIRECTORS (CONTINUED)

 

DIRECTORS NOT STANDING FOR ELECTION IN 2012

 

Terrence A. Duffy

Age: 53

Director since: 1995

 

Term Expiring: 2013

 

 

 

 

   

Mr. Duffy has served as our Executive Chairman since 2006 when he became an officer of CME Group. Previously he served as Chairman of the board from 2002 and our Vice Chairman from 1998 until 2002. He was President of TDA Trading, Inc. from 1981 to 2002 and has been a member of CME since 1981. In 2002, he was appointed by President Bush to serve on a National Saver Summit on retirement savings. He also was appointed by President Bush and confirmed by the U.S. Senate in 2003 as a member of the Federal Retirement Thrift Investment Board. Mr. Duffy currently serves on the board of World Business Chicago, the board of trustees of Saint Xavier University, the Regional Advisory Board of The American Ireland Fund and is co-chair of the Mayo Clinic Greater Chicago Leadership Council.

 

Craig S. Donohue

Age: 50

Director since: 2004

 

Term Expiring: 2014

 

 

 

 

 

Public Directorships: BM&FBOVESPA S.A.

Mr. Donohue has served as our CEO since 2004. Previously, Mr. Donohue was our Executive Vice President and Chief Administrative Officer, Office of the CEO, from 2002 to 2003. Before that, Mr. Donohue held various positions at our organization with increasing responsibility, including Managing Director and Chief Administrative Officer; Managing Director, Business Development and Corporate/Legal Affairs; Senior Vice President and General Counsel; and Vice President of the Division of Market Regulation since joining CME in 1989. He is a member of the Wall Street Journal’s CEO Council and serves on the steering committee for its Future of Finance Initiative. Mr. Donohue also serves on the Commodity Futures Trading Commission’s Global Markets Advisory Committee as well as a board member of the Executives’ Club of Chicago, the Chicago Council on Global Affairs and the Council for Economic Education.

 

Timothy S. Bitsberger

Age: 52

Director since: 2008

 

Term Expiring: 2014

 

 

 

 

   

Mr. Bitsberger has served as Managing Director, Official Institutions FIG Coverage Group of BNP PNA, a subsidiary of BNP Paribas, since December 2010. He previously served as senior consultant with Booz Allen Hamilton from May 2010 to November 2010. Previously, he was with BancAccess Financial from December 2009 to April 2010 and was Senior Vice President and Treasurer of Freddie Mac from 2006 to 2008. Mr. Bitsberger also was with the U.S. Treasury Department from 2001 to 2005 serving first as their Deputy Assistant Secretary for federal finance and more recently as the Assistant Secretary for financial markets. He was confirmed by the U.S. Senate as the Assistant Secretary in 2004.

 

Charles P. Carey

Age: 58

Director since: 2007

 

Term Expiring: 2013

 

 

 

 

  Previous Public Directorships: CBOT Holdings

Mr. Carey served as our Vice Chairman in connection with our merger with CBOT Holdings from 2007 until 2010. Prior to our merger, Mr. Carey served as Chairman of CBOT since 2003, as Vice Chairman from 2000 to 2002, as First Vice Chairman during 1993 and 1994 and as a board member of CBOT from 1997 to 1999 and from 1990 to 1992. Mr. Carey is a partner in the firm Henning and Carey, one of our clearing firms. He has been a member of CBOT since 1978 and was a member of the MidAmerica Commodity Exchange from 1976 to 1978.

 

Mark E. Cermak

Age: 60

Director since: 2007

 

Term Expiring: 2013

 

 

 

 

  Previous Public Directorships: CBOT Holdings

Mr. Cermak previously served as a director of CBOT since 2000. Mr. Cermak is currently Director of Execution Services of ABN AMRO Clearing Chicago LLC, which was formerly known as Fortis Clearing Chicago LLC, and President of the William F. O’Connor Foundation. Previously, Mr. Cermak served as President, Futures Division at O’Connor & Company LLC from 1995 until it was acquired by Fortis Clearing Americas in 2006. Mr. Cermak served in the U.S. Army from 1969 to 1971 and has been a member of CBOT since 1987. He also serves on the Mayo Clinic Greater Chicago Leadership Council.

 

 

 

 
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Table of Contents

ITEM 1—ELECTION OF EQUITY DIRECTORS (CONTINUED)

 

Jackie M. Clegg

Age: 49

Director since: 2007

 

Term Expiring: 2014

Public Directorships:

Brookdale Senior Living

Cardiome Pharma Corp.

 

Previous Public Directorships: Blockbuster, Inc.

CBOT Holdings

Javelin Pharmaceuticals

Ms. Clegg previously served as a director of CBOT since 2003. As an independent board member, Ms. Clegg has chaired and served on several special committees for mergers and acquisitions as well as on numerous audit committees. Ms. Clegg serves as the Managing Partner of Clegg International Consultants, LLC, an international strategic consulting firm. Previously, she served as the Vice Chair of the board, First Vice President, and as the COO of the Export-Import Bank of the United States, the official U.S. export credit agency that assists in financing the export of U.S. goods and services to international markets. During her 28-year career in Washington, D.C., Ms. Clegg has also worked in the U.S. Congress on national security issues, foreign affairs, and international finance and monetary policy.

 

James A. Donaldson

Age: 67

Director since: 2007

 

Term Expiring: 2014

 

 

 

 

  Previous Public Directorships: CBOT Holdings

Mr. Donaldson previously served as a director of CBOT since 2004. Prior to that, Mr. Donaldson served as a partner of Kelly Grain Company, Executive Vice President and Secretary of Kelly Commodities, Inc. and a broker in the soybean oil pit. He has also been affiliated with Archer Daniels Midland and Kohlmeyer & Company. He is a veteran of the U.S. Air Force. Mr. Donaldson has been a member of CBOT since 1968 and is an independent trader.

 

Martin J. Gepsman

Age: 59

Director since: 1994

 

Term Expiring: 2013

 

 

 

 

   

Mr. Gepsman served as Secretary of the board from 1998 to 2007. He has been a member of CME for more than 25 years. Mr. Gepsman has also been an independent floor broker and trader since 1985.

 

J. Dennis Hastert

Age: 70

Director since: 2008

 

Term Expiring: 2014

 

 

 

 

   

Mr. Hastert served as Speaker of the House of Representatives from 1999 through 2007. He served 11 terms in Congress and retired from the House of Representatives in 2007. Prior to his role as Speaker, Mr. Hastert served as Chief Deputy Majority Whip in the 104th Congress and also served as Chairman of the House of Government Reform and Oversight Subcommittee on National Security, International Affairs and Criminal Justice. He also spent the first 16 years of his career teaching government, history and economics at Yorkville High School.

 

Bruce F. Johnson

Age: 68

Director since: 1998

 

Term Expiring: 2014

 

 

 

 

   

Mr. Johnson has been a member of CME for more than 30 years. Mr. Johnson previously served as President, Director and part owner of Packers Trading Company, Inc., a former futures commission merchant and former clearing firm, from 1969 through 2003.

 

Gary M. Katler

Age: 65

Director since: 1993

 

Term Expiring: 2013

 

 

 

 

   

Mr. Katler has been a member of CME since 1987. He is currently Vice President of ABN AMRO Clearing Chicago LLC, which was formerly known as Fortis Clearing Chicago LLC. Previously, Mr. Katler served as Vice President of O’Connor & Company LLC from 2002 until it was acquired by Fortis Clearing Americas in 2006. Mr. Katler served as Head of the Professional Trading Group of Fimat USA from 2000 to 2002. Prior to that, Mr. Katler served as Senior Vice President of ING Barings Futures and Options Inc.

 

 

 

 
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Table of Contents

ITEM 1—ELECTION OF EQUITY DIRECTORS (CONTINUED)

 

 

William P. Miller II

Age: 56

Director since: 2003
1999 - 2002

 

Term Expiring: 2014

 

 

 

 

 

 

 

Public Directorships: American Axle and Manufacturing Holdings, Inc.

Mr. Miller has served as the Senior Managing Director and Chief Financial Officer of Financial Markets International, Inc. since March 2011. Previously he served as the Deputy Chief Investment Officer for the Ohio Public Employees Retirement System from 2008 through March 2011 and as its Senior Investment Officer, Fund Management during 2005 to 2008. He served as Senior Risk Manager for the Abu Dhabi Investment Authority from 2003 to mid-2005. Mr. Miller was a risk management advisor for the Rockefeller Foundation, a non-profit foundation and an advisor to Africa Global from 2002 to 2003. Over the 1996 to 2002 period, Mr. Miller was the Independent Risk Oversight Officer for Commonfund responsible for enterprise-wide risk management, regulatory compliance and internal audit. From 1974 through 1996, Mr. Miller held management positions in General Motors engineering, treasury and investment divisions. Mr. Miller is a chartered financial analyst and a member of the Institute of Chartered Financial Analysts. Mr. Miller previously served as a member of the PCAOB Standing Advisory Group and on the board of the Dubai International Futures Exchange, New York Futures Exchange, BTOP50 Family of Funds and the End Users of Derivatives Association. Mr. Miller also serves as one of our board representatives on the Dubai Mercantile Exchange.

 

Leo Melamed

Age: 80

Director since: 2001
1967 - 1990

 

Term Expiring: 2013

 

 

 

 

 

 

   

Mr. Melamed is the founder of financial futures and was instrumental in the creation of our CME Globex platform. He has served as CME Chairman Emeritus since 1997 and Chairman of our Strategic Steering Committee since 2001. He served as Chairman of our board from 1968 until 1973. He was founding Chairman of the International Monetary Market from 1972 until its merger with our exchange in 1976, and then CME Chairman until 1977. Mr. Melamed served as a special advisor to the company in the role of Special Counsel to our board from 1977 to 1985 and then in the role of Chairman of its Executive Committee from 1985 until 1990. From 1993 to 2001, he served as Chairman and CEO of Sakura Dellsher, Inc., a former clearing firm of CME, and currently serves as Chairman and CEO of Melamed & Associates, a global consulting group. He is founder and a permanent advisor to the National Futures Association, and a consultant to Galaxy Securities Co. He serves on the Board of Overseers of the Becker Friedman Institute of the University of Chicago and on the advisory board of Vernon & Park Capital L.P. Mr. Melamed is also a published author of a number of books pertaining to markets and the history of CME Group.

 

Joseph Niciforo

Age: 51

Director since: 2007

 

Term Expiring: 2013

 

 

 

 

 

Previous Public Directorships: CBOT Holdings

Mr. Niciforo is a principal of Henning and Carey, one of our clearing firms. He previously served as Chairman of Twinfields Capital Management, a global fixed income hedge fund, from 2004 to 2009. Prior to that, Mr. Niciforo was partner and Managing Director—U.S. Fixed Income at Tudor Investment Corporation. He is a member of the Fordham Law School National board of advisors.

 

C.C. Odom II

Age: 69

Director since: 2007

 

Term Expiring: 2013

 

 

 

 

 

Previous Public Directorships: CBOT Holdings

Mr. Odom previously served as a director of CBOT since 2002 and from 1979 to 1982 and as Vice Chairman in 1982. Mr. Odom is founder and sole proprietor of Odom Investments. He is a trader and has been an independent member of CBOT for more than 25 years and was a member of the Chicago Board Options Exchange (CBOE) from 1974 to 1991. Mr. Odom served as chairman of the board at New Orleans Commodity Exchange in 1981 and prior to that as charter director, 1979 to 1980. He served as a firm-delegated member of the New York Stock Exchange from 1971 to 1973, and a director of the International Precious Metals Institute from 1979 to 1983. Mr. Odom is the founder of CCO Venture Capital, Argent Venture Capital and the co-founder and principal of Frontier Healthcare, LLC. Mr. Odom previously served as a principal of three CBOT clearing member firms and a principal of a CBOE member clearing firm. He is the sole proprietor of the Rock’n C Ranch. Over the course of his career, Mr. Odom served on more than 40 boards of directors and board level committees of various financial services organizations.

 

 

 

 
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ITEM 1—ELECTION OF EQUITY DIRECTORS (CONTINUED)

 

 

Ronald A. Pankau

Age: 55

Director since: 2011

 

Term Expiring: 2014

 

 

 

 

   

Mr. Pankau has been an independent trader since 1981. He serves as the Treasurer and Secretary of our political action committee and as a member of our business conduct committee. He is the owner of J.H. Best and Sons, a steel fabricating company.

 

John F. Sandner

Age: 70

Director since: 1978

 

Term Expiring: 2013

Public Directorships: Echo Global Logistics, Inc.

 

 

 

 

  Previous Public Directorships: Click Commerce Inc.

Mr. Sandner has been a member of CME for more than 30 years. He also served as our Special Policy Advisor from 1998 to 2005. Previously, he served as Chairman of our board for 13 years. Mr. Sandner has served as Chairman of E*Trade Futures, LLC since 2003. Mr. Sandner previously served as President and CEO of RB&H Financial Services, L.P., a futures commission merchant and one of our clearing firms, from 1985 to 2003. Mr. Sandner currently serves on the board of the National Futures Association and serves as one of our board representatives on the Dubai Mercantile Exchange.

 

Terry L. Savage

Age: 67

Director since: 2003

 

Term Expiring: 2014

 

 

 

 

   

Ms. Savage is a financial journalist, author and President of Terry Savage Productions, Ltd., which provides speeches, columns and videos on personal finance for corporate and association meetings, publications and national television programs and networks, including CNN, CBS and Moneyshow.com. She was a member of CME from 1975 to 1980.

 

Howard J. Siegel

Age: 55

Director since: 2000

 

Term Expiring: 2013

 

 

 

 

   

Mr. Siegel has been a member of CME since 1977. In 1978, Mr. Siegel began his trading career at Moccatta Metals in their Class B arbitrage operations and served as an order filler until 1980. From there, he went on to fill orders and trade cattle from 1980 until 1982. At that time, Mr. Siegel became a partner and an officer in a futures commission merchant that cleared at CME until selling his ownership interest in 1990. For more than 29 years, Mr. Siegel has been an independent trader on our CME exchange. He continues to actively trade today in our agricultural product suite on the floor and electronically.

 

Christopher Stewart

Age: 54

Director since: 2007

 

Term Expiring: 2014

 

 

 

 

 

Previous Public Directorships: CBOT Holdings

Mr. Stewart previously served as director of CBOT since 2006. Mr. Stewart has served as CEO of Gelber Group, LLC, a clearing member firm, since 2000 and has been employed by Gelber Group since 1983. Mr. Stewart was appointed to The Rock and Roll Hall of Fame and Museum board in 2009.

 

Dennis A. Suskind

Age: 69

Director since: 2008

 

Term Expiring: 2013

Public Directorships: Bridgehampton National Bank

 

 

 

 

 

Previous Public Directorships: NYMEX Holdings

Mr. Suskind joined J. Aron & Company in 1961 where he served as Executive Vice President and was responsible for the worldwide precious metal trading operations. In 1980, Mr. Suskind became a general partner of Goldman Sachs upon its acquisition of J. Aron & Company until his retirement in 1990. During his tenure in trading metals, Mr. Suskind served as Vice Chairman of NYMEX, Vice Chairman of COMEX, a member of the board of the Futures Industry Association, a member of the board of International Precious Metals Institute, and a member of the boards of the Gold and Silver Institutes in Washington, D.C.

 

 

 

 
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Table of Contents

ITEM 1—ELECTION OF EQUITY DIRECTORS (CONTINUED)

 

DIRECTORS RETIRING FROM THE BOARD IN 2012

As part of the board’s initiative to reduce its size, the following individuals who served as CBOT directors are retiring from the board effective as of the 2012 annual meeting.

 

Robert F. Corvino

Age: 54

Director since: 2007

 

Term Expiring: 2012

 

 

 

 

 

Previous Public Directorships: CBOT Holdings

Mr. Corvino has served as Managing Director, Cornerstone Investment Management since 2009. Mr. Corvino previously served as Vice Chairman of CBOT from 2004 and as a director since 2000 until our merger in 2007. Mr. Corvino is an independent local trader and has been a member of CBOT since 1984.

 

John L. Pietrzak

Age: 56

Director since: 2007

 

Term Expiring: 2012

 

 

 

 

 

Previous Public Directorships: CBOT Holdings

Mr. Pietrzak has served as Managing Partner of Longwood Partners, a private equity firm, since 2002 and as general partner of Sparta Group, a proprietary trading group, since 1997. Mr. Pietrzak served as a director of CBOT from 1993 to 1995 and from 2006 until our merger. He also served as a director of The Clearing Corporation (formerly Board of Trade Clearing Corp.) from 2001 to 2004.

 

 
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Table of Contents

ITEM 1—ELECTION OF EQUITY DIRECTORS (CONTINUED)

 

DIRECTOR ATTRIBUTES

We believe all of our board members have an inquisitive and objective perspective, practical wisdom and mature judgment. In addition, the following highlights the key characteristics that the board believes qualifies its members and nominees to serve the interests of our shareholders. This summary, however, is not meant to be a complete description of all of the skills and attributes of our board members. Additional details on our individual directors and director nominees are set forth in their individual biographies.

 

Attribute   Directors and Director Nominees with Attribute
Industry Experience  
Possesses an understanding of our markets as a result of trading our products, serving as an officer of a firm which trades our products or working in the financial services industry.  

Jeffrey M. Bernacchi

Timothy S. Bitsberger

Charles P. Carey

Mark E. Cermak

Robert F. Corvino

James A. Donaldson

Craig S. Donohue

Terrence A. Duffy

  Martin J. Gepsman

Yra G. Harris

Bruce F. Johnson

Gary M. Katler

Gary T. Lark

Leo Melamed

William P. Miller II

Patrick J. Mulchrone

  Joseph Niciforo

C.C. Odom II

James E. Oliff

Ronald A. Pankau

John L. Pietrzak

Edemir Pinto

Alex J. Pollock

John F. Sandner

  Terry L. Savage

Gerard M. Shannon
William R. Shepard
Howard J. Siegel
Christopher Stewart
Dennis A. Suskind
David J. Wescott

Independence        
Satisfies applicable standards of independence.  

Jeffrey M. Bernacchi

Timothy S. Bitsberger

Mark E. Cermak

Dennis H. Chookaszian

Jackie M. Clegg

Robert F. Corvino

James A. Donaldson

Martin J. Gepsman

  Larry G. Gerdes

Daniel R. Glickman
Yra G. Harris

J. Dennis Hastert
Bruce F. Johnson

Gary M. Katler

Gary T. Lark

  William P. Miller II
Patrick J. Mulchrone

Joseph Niciforo

C.C. Odom II

James E. Oliff

John L. Pietrzak

Alex J. Pollock

  Terry L. Savage
Gerard M. Shannon
William R. Shepard
Howard J. Siegel
Christopher Stewart
Dennis A. Suskind
David J. Wescott
CFTC Public Director        
Satisfies the CFTC definition of public director.  

Timothy S. Bitsberger

Jackie M. Clegg

Larry G. Gerdes

  Daniel R. Glickman

J. Dennis Hastert

  William P. Miller II Alex
J. Pollock
  Terry L. Savage
Dennis A. Suskind
Government Relations/Regulatory/Public Policy
Experience interacting with our regulators and members of government or prior service in government.  

Timothy S. Bitsberger

Charles P. Carey

Jackie M. Clegg

  Craig S. Donohue

Terrence A. Duffy

Daniel R. Glickman

  Yra G. Harris

J. Dennis Hastert

Leo Melamed

  William P. Miller II

Alex J. Pollock

Management Experience        
Experience as a chief executive officer, president or senior vice president of a company or a significant subsidiary, operating division or business unit.  

Dennis H. Chookaszian

Craig S. Donohue

Larry G. Gerdes

  Daniel R. Glickman

James E. Oliff

  Alex J. Pollock

Edemir Pinto

  Gerard M. Shannon

Christopher Stewart

Financial Expertise        
Experience as a chief financial officer.   Dennis H. Chookaszian   Larry G. Gerdes   William P. Miller II    
Professional Accreditations        
Possesses an advanced degree.  

Dennis H. Chookaszian

Robert F. Corvino

Craig S. Donohue

Larry G. Gerdes

  Daniel R. Glickman

Yra G. Harris

Bruce F. Johnson

  William P. Miller II

Leo Melamed

Joseph Niciforo

  James E. Oliff

Alex J. Pollock

John F. Sandner

Risk Management Experience
Experience in overseeing risk management processes and procedures.  

Dennis H. Chookaszian

Gary T. Lark

  William P. Miller II   John L. Pietrzak   Gerard M. Shannon
Other Public Company Directorship
Experience serving as a director of another publicly traded company.  

Charles P. Carey

Mark E. Cermak

Dennis H. Chookaszian

Jackie M. Clegg

Robert F. Corvino

  James A. Donaldson

Craig S. Donohue

Larry G. Gerdes

Daniel R. Glickman

William P. Miller II

  Joseph Niciforo

C.C. Odom II

James E. Oliff
John L. Pietrzak

Alex J. Pollock

  John F. Sandner

Terry L. Savage

Christopher Stewart

Dennis H. Suskind

 

 
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Table of Contents

CORPORATE GOVERNANCE

 

We have a long-standing commitment to implementing sound corporate governance practices that enhance the effectiveness of our board. These practices provide an important framework within which the board and management can pursue our strategic objectives and ensure long-term vitality for the benefit of our shareholders. This section describes key corporate governance practices that we have adopted.

RECENT ENHANCEMENTS

The board and its governance committee continue to evaluate its corporate governance practices. As discussed in Item 4, we are seeking shareholder approval to declassify our board as of the 2014 annual meeting and move to annual elections. Our board weighed the benefits of having a classified structure and determined that it was in the best interests of CME Group and its shareholders to recommend the change.

Additionally, after consideration, the board allowed its shareholder rights plan to expire in December 2011. The board believes these actions will enhance our corporate governance practices.

We recognize that the size of our current board is larger than the average public company. Following the 2012 annual meeting, our board will be reduced by two members. The board believes that the proposed transition to annual elections combined with the expiration of the CBOT director representation rights will provide the board with the flexibility to decrease its size in the future while ensuring that it maintains the appropriate expertise, industry knowledge and skills to effectively oversee our complex business for the benefit of our shareholders.

CORPORATE GOVERNANCE MATERIALS

Complete copies of our corporate governance materials, including our Corporate Governance Principles, Board of Directors Conflict of Interest Policy, Board of Directors Code of Ethics, Categorical Independence Standards, Employee Code of Conduct and the charters for all our board committees, may be found on our Web site, www.cmegroup.com, in the “Investor Relations – Corporate Governance” section. Copies of these materials are also available free of charge to shareholders upon written request directed to the Corporate Secretary, CME Group Inc., 20 South Wacker Drive, Chicago, Illinois 60606. Our Employee Code of Conduct is applicable to all of our employees, including our chief executive officer and other senior financial officers. The board and the governance committee regularly review and modify the corporate governance documents, including the Corporate Governance Principles, as warranted. Any modifications are reflected on our Web site.

DIRECTOR ATTENDANCE

During 2011, the board held 10 meetings. Each of the directors attended at least 75% of the combined total meetings of the full board and the committees on which he or she served during 2011. In connection with the board’s deliberations on matters relating to the MF Global bankruptcy, directors with potential conflicts of interest were recused from participating in such special meetings. These recusals were not factored into their attendance records. Additionally, we hold an annual all-day meeting of our board and management to discuss the overall strategic objectives of CME Group.

DIRECTOR INDEPENDENCE

The experience and diversity of our directors has been, and continues to be, critical to our success. Our Corporate Governance Principles require that the board be composed of at least a majority of independent directors. Additionally, in accordance with applicable listing standards, the members of our audit, compensation, governance and nominating committees must be independent. For a director to be considered independent, the board must affirmatively determine that the director has no direct or indirect material relationship with CME Group. The board has adopted Categorical Independence Standards, which are attached to this proxy statement as Appendix A, to assist the board in making its determinations regarding independence. These standards conform to and exceed the independence criteria specified in the listing standards of the NASDAQ. They specify the criteria by which the independence of our directors will be determined, including relationships and transactions between each director, any member of his or her immediate family, his or her affiliates, charitable organizations with which he or she is affiliated, and us.

The board believes that all of its non-executive directors act independently of, and effectively monitor and oversee the actions of, management. In addition, the chair of our governance committee acts as the lead outside director, presiding over meetings of the independent and non-executive directors and serving as the contact for shareholder communications with independent directors. Based on our Categorical Independence Standards, at its meeting held in February 2012, the governance committee made a preliminary assessment of the independence of the directors and director nominees and based on such assessment made a recommendation to our board regarding their independence. Some of our directors are members of our exchanges, which provides them with access to our open outcry trading floors, lower trading fees, the ability to vote on certain matters relating to the operation of our trading floors and, for members of CME, the ability to elect six of our

 

 

 
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CORPORATE GOVERNANCE (CONTINUED)

 

directors. Directors who are members of our exchanges may make payments directly to us or indirectly to us through our clearing firms in connection with their trading activity on an exchange. To ensure that such payments did not exceed the monetary thresholds set forth in the listing standards of the NASDAQ, the governance committee reviewed the directors’ and their affiliated clearing firms’ trading activities and relationships with our exchanges as part of its independence determination. The governance committee and the board noted that all payments were made in the ordinary course of our business, were on terms consistent with those prevailing at the time for corresponding transactions by similarly situated unrelated third parties and were not in excess of the applicable payment thresholds.

Certain members of our board also lease space at our 141 West Jackson Boulevard location in Chicago in connection with their trading activities or sub-lease from us at our corporate headquarters. The governance committee and the board considered whether such transactions would have an impact on the directors’ independence, noting that the leases are entered into on terms prevalent in the marketplace.

After considering information provided by the directors and director nominees in their annual questionnaires, the payments made to us relating to trading activities of directors and director nominees who are members of an exchange as well as additional information gathered by our Office of the Secretary, the governance committee recommended and the board determined which directors and nominees should be classified as independent. All of our directors and director nominees with the exception of the following have been classified as independent.

 

 

Employment Relationships: Messrs. Duffy and Donohue are employees of CME Group.

 

 

Consulting Arrangements: Messrs. Carey, Melamed and Sandner have consulting relationships with CME Group.

 

 

Strategic Partnership and Cross-Investment: Mr. Pinto serves as the director representative of BM&FBOVESPA. BM&FBOVESPA owns approximately 5% of our outstanding Class A shares and we own approximately 5% of its shares. We have a cross-investment agreement with BM&FBOVESPA and have agreed to work together as global preferred strategic partners to advance our mutual interests in globalizing our respective businesses through jointly identifying and pursuing opportunities for strategic investments and partnerships with other international exchanges.

 

Other. Mr. Pankau has a family member who is an employee of CME Group who received compensation in excess of $120,000.

The list of our independent directors is set forth on page 12.

PUBLIC DIRECTORSHIP

As the parent company of four self-regulatory organizations, we are required to ensure that we meet the core principles of the Commodities Futures Trading Commission (CFTC) which among other things requires that we have processes and procedures to address potential conflicts of interest that may arise in connection with the operation of our exchanges. Significant representation of individuals who don’t have relationships with our exchanges, referred to as “public directors” in the CFTC regulations, play an important role in our processes to address potential conflicts of interest. The board has assessed which directors would be considered “public” directors based upon their lack of relationship with our exchanges and the industry per the CFTC regulations. The list of our public directors is set forth on page 12. Additionally, our market regulation oversight committee is composed solely of public directors.

BOARD LEADERSHIP STRUCTURE

Our governance documents provide the board with the flexibility to select the appropriate leadership structure for CME Group. In making leadership determinations, the board considers many factors, including the specific needs of the business and what is in the best interests of our shareholders. Our current leadership structure is currently comprised of our Executive Chairman, our Chief Executive Officer, the independent chair of our governance committee serving in the role discussed below, and our strong, active board members of which more than a majority are considered independent. We believe this structure provides a very well-functioning and effective balance between strong management leadership and appropriate safeguards and oversight by non-employee board members.

Role of the Independent Chair of our Governance Committee

Because Mr. Duffy has been classified as non-independent, the board has assigned the following responsibilities to the chair of the governance committee:

 

 

Preside at executive sessions of the independent directors and of the non-executive directors.

 

 

Coordinate the performance evaluation of the Executive Chairman which is conducted by the executive committee and reported to the full board during an executive session.

 

 

 
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CORPORATE GOVERNANCE (CONTINUED)

 

 

 

Coordinate the self-evaluation of the board.

 

 

Serve as the contact for shareholder communications addressed to the independent directors.

The board believes that its current structure allows it to effectively operate, represent the rights of our shareholders and create long-term value. The board reserves the right to make changes to its governance structure in the future as it deems appropriate.

BOARD’S ROLE IN RISK OVERSIGHT

The board has an active role, as a whole and also at the committee level, in overseeing management of our risks. CME Group has established an enterprise risk management program. The role of the program is to promote and facilitate the process to evolve, align and sustain sound risk management practices at CME Group. Our ultimate objective is to help preserve and protect our enterprise value and to help increase the likelihood of achieving our financial, operational and strategic objectives.

The program is led by our Director, Enterprise Risk Management who reports to the head of our internal audit department who reports directly to the audit committee. The audit committee serves as the primary committee with responsibility for overseeing our risk management process, with our other board level committees overseeing specific risks that relate to their core responsibilities. Enterprise risk management is a standing agenda item at each of the regular audit committee meetings, and specific risks are discussed at the board and board-level committees, as relevant.

Enterprise risks are identified, evaluated, prioritized, and updated regularly by management through our cross-functional risk management team; made up of senior managers representing each division of our business and led by our Director, Enterprise Risk Management. The audit committee and the board receive detailed updates on our enterprise risks each quarter. Additional review or reporting on our enterprise risks is conducted as needed or as requested by the board or one of its committees.

EXECUTIVE SESSIONS

Our Corporate Governance Principles require our independent directors to meet in executive session (without management and non-independent directors) on a quarterly basis. These

sessions are chaired by the chair of the governance committee. The chair of the executive session may, at his or her discretion, invite our Executive Chairman, other non-independent directors or other members of management, including the CEO, to participate in a portion of such executive session, as appropriate.

ANNUAL ASSESSMENT OF BOARD AND COMMITTEE PERFORMANCE

As provided in our Corporate Governance Principles, the board annually reviews its own performance, structure and processes in order to assess how effectively it is functioning. The assessment is implemented and administered by the governance committee through an annual board self-evaluation survey. In addition, the audit, compensation, finance, governance, market regulation oversight and nominating committees each conduct an annual self-assessment.

CONTACTING THE BOARD OF DIRECTORS

If you would like to contact the board of directors, including a committee of the board or the independent directors as a group, you may send an e-mail to directors@cmegroup.com. You may also communicate with the members of the board by mail addressed to an individual member of the board, the full board, a particular committee or the independent directors as a group directed to the Corporate Secretary, CME Group Inc., 20 South Wacker Drive, Chicago, Illinois 60606.

All communications received will be compiled by the Office of the Secretary and submitted to the governance committee on a quarterly basis or more frequently as appropriate. E-mails received via directors@cmegroup.com are screened for junk commercial e-mail and general solicitations. If a communication does not involve an ordinary business matter as described below and if a particular director is named, the communication will be forwarded to that director.

In order to expedite a response to ordinary business matters, the governance committee has authorized management to receive, research and respond, if appropriate, on behalf of our directors, including a particular director or its non-executive directors, to any communication regarding a product of an exchange or transactions by a clearing firm or a member of an exchange (an “ordinary business matter”). Any director may review any such communication or response thereto.

 

 

 
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CORPORATE GOVERNANCE (CONTINUED)

 

Shareholder Engagement

In 2011 and 2012, we sought multiple ways to open the lines of communication with our shareholders, such as:

 

   

Redesigning the proxy statement for better readability and including a letter from the board to shareholders.

 

 

   

Conducting the advisory vote on say-on-pay on an annual basis to ensure frequent feedback.

 

 

   

In anticipation of our 2012 annual meeting, we filed with the SEC on February 22, 2012 and distributed directly to our institutional shareholders additional information on our

 
 

enhancements to our compensation program and governance practices. In the letter we included a direct invitation to engage in dialogue about such practices.

 

 

   

Shareholders wishing to provide feedback on our compensation program may do so by sending an email to directors@cmegroup.com and addressing it to the chair of the compensation committee or the entire committee. To provide feedback on our governance practices, send an email to the above email address to the chair of the governance committee.

 
 

 

REPORTING CONCERNS TO THE AUDIT COMMITTEE

We have engaged an independent, third party, EthicsPoint, for the purpose of receiving complaints, including complaints relating to accounting, internal control over financial reporting or auditing matters. Concerns relating to financial matters are automatically referred to the chairman of the audit committee and will be handled in accordance with the procedures adopted by the audit committee. A copy of these procedures is available on our Web site.

ATTENDANCE AT ANNUAL MEETINGS

We strongly encourage, but do not require, our directors to attend the annual meeting. Last year, 29 of the 32 directors on the board at that time attended the annual meeting of shareholders.

COMMITTEES OF THE BOARD OF DIRECTORS

The board of directors has eight active committees: audit; compensation; executive; finance; governance; market regulation oversight; nominating and strategic steering. Each committee has a written charter that sets forth its responsibilities in more detail. Copies of these charters are available on our Web site. Our audit, compensation, governance, market regulation oversight and nominating committees consist entirely of independent directors. Our market regulation oversight committee consists entirely of public directors as defined by the CFTC.

Audit Committee

The audit committee is a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act and assists the board in fulfilling its oversight responsibilities with respect to the integrity of our financial statements, our compliance with legal and regulatory requirements, the qualification and independence of our independent registered public accounting firm, the performance of our internal audit functions and our external auditors and the effectiveness of

our internal controls. The committee performs this function by monitoring our financial reporting process and internal controls and by assessing the audit efforts of the external auditors and the internal audit department. The committee has ultimate authority and responsibility to appoint, retain, compensate, evaluate, and where appropriate, replace the external auditors.

Compensation Committee

The compensation committee assists the board in fulfilling its responsibilities in connection with the compensation of board members and senior management and oversees the compensation programs for our employees. It performs this function by establishing and overseeing our compensation programs, approving compensation for our senior management group, recommending to the board the compensation of board members who are not officers of us, overseeing the administration of our equity award plans and approving the filing of the Compensation Discussion and Analysis section in accordance with applicable rules and regulations of the SEC for inclusion in our proxy statements.

Executive Committee

The executive committee exercises the authority of the board when the board is not in session, except in cases where action of the entire board is required by our articles of incorporation, bylaws or applicable law. The committee may also review and provide counsel to management regarding material policies, plans or proposals prior to submission of such items to the board. The executive committee is also responsible for conducting the annual performance evaluation of our CEO and our President and presenting its conclusions to the board during an executive session.

Finance Committee

The finance committee assists the board in fulfilling its oversight responsibilities with respect to our financial policies, strategies and capital structure.

 

 

 
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CORPORATE GOVERNANCE (CONTINUED)

 

Governance Committee

The governance committee assists the board by making recommendations on our corporate governance practices. The committee reviews and recommends changes to our Corporate Governance Principles and other policies in the area of corporate governance and oversees our compliance & ethics program.

Market Regulation Oversight Committee

The market regulation oversight committee assists the board with its oversight of matters relating to our operation of four exchanges that are self-regulatory organizations. The committee provides independent oversight of the policies and programs of our market regulation department and our clearing house audit department to ensure effective administration of our self-regulatory responsibilities.

Nominating Committee

The nominating committee reviews qualifications of potential candidates for Equity director and recommends to the board the slate for election at our annual meetings.

Strategic Steering Committee

The strategic steering committee assists and provides guidance to management and the board in fulfilling its responsibilities to oversee our long-range direction, corporate strategy and competitive position. The committee analyzes market trends, growth patterns and the impact of innovations that may create opportunity or risk for us. The committee reviews and recommends goals and objectives for the CEO and President and our succession plans.

 

 

The following table shows the membership of our board committees and the number of times they met in 2011.

 

Director   Audit   Compensation   Executive   Finance   Governance   Market Regulation
Oversight
  Nominating  

Strategic

Steering

Terrence A. Duffy           Chair                  
Craig S. Donohue                            
Jeffrey M. Bernacchi                              
Timothy S. Bitsberger                            
Charles P. Carey                            
Mark E. Cermak                            
Dennis H. Chookaszian   Chair                        
Jackie M. Clegg                          
Robert F. Corvino                              
James A. Donaldson                              
Martin J. Gepsman                          
Larry G. Gerdes           Chair            
Daniel R. Glickman               Chair            
J. Dennis Hastert                          
Bruce F. Johnson                                
Gary M. Katler                                
Leo Melamed                             Chair
William P. Miller                   Chair        
Joseph Niciforo                            
C.C. Odom, II                            
James E. Oliff                            
Ronald A. Pankau                                
John L. Pietrzak                              
Edemir Pinto                                
Alex J. Pollock       Chair           Chair    
John F. Sandner                            
Terry L. Savage                            
William R. Shepard                       V. Chair
Howard J. Siegel                              
Christopher Stewart                              
Dennis A. Suskind                              
David J. Wescott                                
2011 Meetings   12   13   7   5   10   7   2   6

 

 
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ITEM 2—RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012

 

You are being asked to vote on the ratification of the appointment of Ernst & Young to serve as our independent registered public accounting firm for 2012. Ernst & Young served as our accounting firm in 2011.

 

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012.

The audit committee has appointed Ernst & Young as CME Group’s independent registered public accounting firm for 2012. We are not required to have the shareholders ratify the selection of Ernst & Young as our independent auditor. We nonetheless are doing so because we believe it is a matter of good corporate practice. If the shareholders do not ratify the selection, the audit committee will reconsider whether or not to retain Ernst & Young, but may choose to retain such independent auditor. Even if the selection is ratified, the audit committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of CME Group and its shareholders. Representatives of Ernst & Young will be present at the annual meeting and will have the opportunity to make a statement and be available to respond to appropriate questions by shareholders. In connection with the audit of our 2011 financial statements, we entered into an engagement letter with Ernst & Young which set forth the terms by which Ernst & Young would perform audit services for us. The agreement provides that Ernst & Young will not be liable to us for punitive damages, except for certain circumstances in connection with a shareholder derivative suit. We expect to enter into a similar engagement letter with Ernst & Young for 2012.

AUDIT COMMITTEE POLICY FOR APPROVAL OF AUDIT AND PERMITTED NON-AUDIT SERVICES

The audit committee is responsible for the appointment, retention, compensation and oversight of our independent registered public accounting firm. The audit committee has adopted policies and procedures for pre-approving all services (audit and non-audit) performed by our independent registered public accounting firm. In accordance with such policies and procedures, the audit committee is required to pre-approve all audit and non-audit services to be performed by the independent registered public accounting firm in order to ensure that the provision of such services is in accordance with the rules and regulations of the SEC and does not impair the registered public accounting firm’s independence. Under the policy, pre-approval is generally provided for up to one year, any pre-approval is detailed as to the particular service or category of services and is subject to a specific budget. In addition, the audit committee may pre-approve additional

services on a case-by-case basis. The audit committee has delegated specific pre-approval to the chairperson of the audit committee provided the estimated fee of the proposed service does not exceed $100,000. The chairperson must report any decisions to the audit committee at its next scheduled meeting. Periodically, but not less than quarterly, our controller provides the audit committee with a report of audit and non-audit services provided and expected to be provided by the independent registered public accounting firm. A copy of our Audit and Non-Audit Services policy is available on our Web site.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Fees paid to Ernst & Young for each of the last two fiscal years are listed in the following table.

 

Service Provided    2011        2010  
Audit(1)    $ 2,297,302         $ 2,170,589   
Audit-Related Fees(2)                15,805   
Tax Fees(3)      1,348,530           690,990   
All Other Fees                  
Total    $ 3,645,832         $ 2,877,384   

 

(1) The aggregate fees for professional services rendered for the integrated audit of the consolidated financial statements of CME Group and, as required, audits of various domestic and international subsidiaries and other agreed-upon procedures.

 

(2) The aggregate fees for assurance and related services including internal control and financial compliance reports and agreed-upon procedures not required by regulation.

 

(3) The aggregate fees for services rendered for tax return preparation, tax advice and other international, federal and state projects. In 2011, tax compliance and preparation fees were $403,509.

The audit committee has considered whether the provision of non-audit services is compatible with maintaining the registered public accounting firm’s independence. All of the projects included in the above fee table were pre-approved by the audit committee in accordance with our Audit and Non-Audit Services Policy. In providing their pre-approval, the audit committee approves the proposed fees for the particular engagement. To the extent the project results in fees exceeding the original pre-approval, management seeks additional approval of the audit committee. All fees exceeding the original pre-approval incurred in connection with our 2011 projects were approved by the audit committee and management and the audit committee agreed that such additional fees did not have an impact on the original pre-approval or the independence of Ernst & Young.

 

 

 
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ITEM 2—RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012 (CONTINUED)

 

AUDIT COMMITTEE FINANCIAL EXPERTS

The board has determined that Messrs. Chookaszian, Gerdes and Miller meet the SEC’s definition of an audit committee financial expert.

Mr. Chookaszian

Mr. Chookaszian is considered to have each of the attributes of an audit committee financial expert based upon his prior service as CFO of CNA for 15 years, through his supervision of the CFO for nine years when he was CEO of CNA and CEO of mPower, and through his service as a public accountant for eight years with Deloitte and Touche. Mr. Chookaszian has been a member of our audit committee since 2004 and previously served as chairman of the Financial Accounting Standards Advisory Council, the group that provides advice to the Financial Accounting Standards Board (FASB) on their agenda and the effectiveness of accounting standards. Mr. Chookaszian also teaches a course on Corporate Governance and Accounting Standards and Controls at the University of Chicago Booth School of Business, Cheung Kong University in China, and the Indian Institute of Professional Management in India. Throughout his career, he has served on the audit committee of seven other public and private organizations. He is also a member of the XBRL Advisory Council, which is the group that provides advice to the International Accounting Standards Board on the development of XBRL standards. He also currently serves on the Financial Crisis Advisory Group that provides advice to the G 20 and to world-wide standards setters and regulators on the financial reporting issues related to the recent financial crisis and needed corrective actions. He has served in the past on numerous accounting related boards including the American Institute of CPAs (AICPA) Insurance Companies Accounting Standards Committee, the AICPA Group of 100, several FASB task forces, the Statement on Auditing Standards 99 task force on Internal Control Fraud Standards, and the Public Oversight Board Blue Ribbon Panel on Audit Effectiveness.

Mr. Gerdes

Mr. Gerdes is considered to have each of the attributes of an audit committee financial expert based upon his service as

the CEO of a public company for more than 15 years which included oversight of the CFO and his service in the role of CFO for 10 years, six of which were at a public company. Mr. Gerdes has a Bachelors of Science and a Masters of Business Administration in Finance which included courses in accounting. Mr. Gerdes has been a member of our audit committee since joining our board in 2007. He has served on audit committees of four other public companies over the past 15 years. Mr. Gerdes also is the founder of Gerdes Huff Investments.

Mr. Miller

Mr. Miller is considered to have each of the attributes of an audit committee financial expert primarily based upon his background and experience in preparing, modeling and analyzing financial statements in accordance with generally accepted accounting principles, which required him to develop and assess projected financial estimates, accruals and reserves. Mr. Miller has also been responsible for internal audit and compliance functions at Commonfund Group. Mr. Miller currently serves as chairman of the audit committee for American Axle and Manufacturing and has served as Chairman of the Audit and Risk Management Committee of the Dubai International Financial Exchange, Chairman of the Audit and Risk Management Committee of the BTOP 50, and Chairman of the Audit Committee of the New York Futures Exchange, a subsidiary of the New York Stock Exchange. Mr. Miller has served as a member of the Public Company Accounting Oversight Board Standing Advisory Group and has testified before both the U.S. Congress and FASB on accounting and disclosure matters. Mr. Miller holds the Chartered Financial Analyst (CFA) designation and is a member of the CFA Institute. Mr. Miller has a Masters of Business Administration from the Wharton Graduate Division of the University of Pennsylvania. He has served as a member of our audit committee since 2003.

REQUIRED VOTE

Must receive a “FOR” vote from the holders of a majority of the shares of our Class A and Class B common stock present or represented by proxy and entitled to vote on this matter at the annual meeting voting together as a single class.

 

 

 
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REPORT OF THE AUDIT COMMITTEE

 

The audit committee oversees our financial reporting process on behalf of the board of directors. The audit committee currently consists of seven independent directors as defined in the listing standards of the NASDAQ. Its duties and responsibilities are set forth in the audit committee charter approved by our board of directors which is available on our Web site. As previously discussed, the board of directors has determined that Messrs. Chookaszian, Gerdes and Miller meet the SEC’s definition of audit committee financial expert.

As set forth in more detail in the audit committee charter, the primary responsibilities of the audit committee fall into three broad categories:

 

 

To serve as an independent and objective party to monitor our financial reporting process and internal control system.

 

 

To review and evaluate the audit efforts of the independent registered public accounting firm and internal audit department.

 

 

To provide an open avenue of communication among the independent registered public accounting firm, financial and senior management, the internal audit department and the board of directors.

The audit committee, during the course of each fiscal year, devotes the attention that it deems necessary and appropriate to each of the matters assigned to it under the audit committee charter. To carry out its responsibilities, the audit committee met 12 times during fiscal year 2011 and two times during 2012 with regard to fiscal year 2011.

In the course of fulfilling its responsibilities, the audit committee has:

 

 

Reviewed and discussed with management and Ernst & Young all financial statements prior to their issuance and any significant accounting issues and been advised by management that all financial statements were prepared in accordance with U.S. generally accepted accounting principles.

 

 

Discussed with our senior management and Ernst & Young the process used for certifications by our CEO and CFO, which are required for certain of our filings with the SEC.

 

 

Reviewed and discussed with management the audit committee charter.

 

 

Discussed with representatives of Ernst & Young the matters required to be discussed pursuant to Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board (PCAOB) in Rule 3200T.

 

Received the written disclosures and the letter from Ernst & Young required by the applicable requirements of the PCAOB regarding the accounting firm’s communications with the audit committee concerning independence.

 

 

Discussed with Ernst & Young its independence from the company and management.

 

 

Reviewed payments to and pre-approved services of Ernst & Young in accordance with the Audit and Non-Audit Services Policy.

 

 

Considered whether the provision by Ernst & Young of non-audit services is compatible with maintaining their independence.

Based on the foregoing, the audit committee recommended to the board of directors, and the board has approved, that the audited consolidated financial statements be included in CME Group’s annual report on Form 10-K for the year ended December 31, 2011, for filing with the SEC. The audit committee also selected Ernst & Young as the independent registered public accounting firm for fiscal year 2012. The board is recommending that shareholders ratify that selection at the annual meeting.

Management is responsible for the preparation, presentation and integrity of the financial statements; accounting and financial reporting principles; establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)); establishing and maintaining internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)); evaluating the effectiveness of the disclosure controls and procedures and the internal control over financial reporting; and evaluating any change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting. Ernst & Young, our independent registered public accounting firm, is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with U.S. generally accepted accounting principles, as well as providing an attestation report on our internal control over financial reporting.

The Audit Committee

Dennis H. Chookaszian, Chairman

Jeffrey M. Bernacchi

Jackie M. Clegg

Larry G. Gerdes

William P. Miller II

Terry L. Savage

Dennis A. Suskind

 

 

 
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ITEM 3—ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

 

You are being asked to vote on a non-binding advisory proposal on our executive compensation program for our named executive officers as described in our Compensation Discussion and Analysis beginning on page 38 and Executive Compensation tables beginning on page 52.

OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THIS PROPOSAL.

The board and the compensation committee are committed to sound governance practices and recognize the interest our shareholders have expressed on CME Group’s executive compensation program. As part of that commitment, and pursuant to Section 14A of the Exchange Act, our shareholders are being asked to approve an advisory resolution on the compensation of the named executive officers, as reported in this proxy statement. We plan to include these advisory resolutions on an annual basis.

This proposal, commonly known as the “say on pay” proposal, gives you the opportunity to endorse or not endorse our 2011 executive compensation program and policies for the named executive officers through a vote “FOR” the approval of the following resolution:

RESOLVED, that the shareholders of CME Group approve, on an advisory basis, the compensation of CME Group’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC in the proxy statement for the CME Group 2012 annual shareholders meeting (which disclosure includes the Compensation Discussion and Analysis, the Executive Compensation tables and any related material).

This vote is not intended to address any specific item of compensation, but rather our overall compensation policies and procedures relating to the named executive officers. Accordingly, your vote will not directly affect or otherwise limit any existing compensation or award arrangement of any of the named executive officers. Because your vote is advisory, it will not be binding on the board. The board and the compensation committee, however, will take into account the outcome of the “say on pay” vote when considering future compensation arrangements.

REQUIRED VOTE

Must receive a “FOR” vote from the holders of a majority of the shares of our Class A and Class B common stock present or represented by proxy and entitled to vote on this matter at the annual meeting voting together as a single class to be “deemed” approved.

 

 

 
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ITEM 4—APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO ELIMINATE CLASSIFICATION OF OUR BOARD OF DIRECTORS AS OF THE 2014 ANNUAL MEETING

 

You are being asked to vote on a proposal to adopt amendments to our Third Amended and Restated Certificate of Incorporation (Current Certificate) (i) to phase out the classification of our board as of our 2014 annual meeting, such that each director will be elected to a one-year term beginning with our 2014 annual meeting and (ii) remove certain obsolete provisions contained in the Current Certificate.

OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THIS PROPOSAL.

 

RATIONALE FOR THE PROPOSED DECLASSIFICATION OF THE BOARD

Our board is committed to good corporate governance and has carefully considered the advantages and disadvantages of both classified and declassified boards.

Our board believes that the classified board structure has promoted stability and continuity, facilitated long-term strategic planning, enhanced the independence of our directors and their knowledge of CME Group and protected CME Group against the potential for abusive takeover tactics.

Our board, however, understands that many investors believe that the annual election of directors is the best way for shareholders to influence policies and to hold management accountable. Our board is also cognizant that many U.S. public companies have eliminated their classified board structures in recent years in favor of the annual election of directors.

After weighing these considerations, our board has determined that the elimination of its classified board structure is in the best interests of CME Group and its shareholders.

To implement the declassification, our board has approved, subject to shareholder approval, an amendment of our Amended and Restated Certificate of Incorporation to effect a declassification of our board as of the 2014 annual meeting. We refer to these amendments and the amendments to eliminate the obsolete provisions collectively as the “Charter Amendments.” The form of certificate of incorporation as amended and restated to include the Charter Amendments, which are subject to shareholder approval, is set forth in Appendix B to this proxy statement.

This summary of the Charter Amendments does not contain all of the information that may be important to you and is qualified in its entirety by reference to the text of the Charter Amendments as set forth in Appendix B. You are urged to read Appendix B in its entirety.

ALL DIRECTORS WILL BE ELECTED ON AN ANNUAL BASIS AS OF OUR 2014 ANNUAL MEETING

If the Charter Amendments are approved, the current classification system will be phased out as follows:

 

 

The directors whose terms expire at the 2012 annual meeting shall be elected for a two-year term expiring with the class of directors elected at the 2011 annual meeting at the 2014 annual meeting.

 

 

The directors whose terms expire at the 2013 annual meeting shall be elected for a one-year term expiring with the class of directors elected at the 2011 annual meeting at the 2014 annual meeting.

 

 

From and after the 2014 annual meeting, all directors shall be elected annually for terms expiring at the next succeeding annual meeting.

If shareholders do not approve the Charter Amendments, phase out of the classified board will not begin and the directors elected at the 2012 annual meeting will serve a three-year term.

THE CHARTER AMENDMENTS WILL ALSO ELIMINATE CERTAIN OBSOLETE PROVISIONS

The Charter Amendments also provide for the deletion of certain provisions adopted in connection with our merger with CBOT Holdings. These provisions have expired or will expire effective as of the 2012 annual meeting. The Charter Amendments also provide for the deletion of the provisions in Article Four relating to the Series A Junior Participating Preferred Stock. These provisions were adopted in connection with the implementation of our rights plan which expired in December 2011. Accordingly, we are proposing to amend and restate the Current Certificate to delete both of these provisions.

In addition, under Delaware law, directors elected to a classified term may be removed only for cause, while directors elected annually may be removed with or without cause by a vote of the holders of a majority of the outstanding shares entitled to vote. Accordingly, we are proposing the elimination of Article Five, Subsection G (Subsection F, as amended), effective at the 2014 annual meeting.

REQUIRED VOTE

Adoption of the Charter Amendments requires the affirmative vote of the holders of two-thirds of the voting power of the outstanding shares of our Class A and Class B common stock entitled to vote, voting together as a single class.

 

 

 
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ITEM 5—APPROVAL OF AN AMENDMENT TO OUR OMNIBUS STOCK PLAN

 

You are being asked to vote on a proposal to adopt an amendment to our Omnibus Stock Plan to extend the expiration date of the term of the plan to June 30, 2022 and to adopt other amendments regarding the operation of the plan.

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSED AMENDMENTS TO THE OMNIBUS STOCK PLAN.

 

FACTORS TO CONSIDER

Key Component of Compensation

We believe that our long-term success and the continued growth of shareholder value depends on our ability to attract, retain and motivate our employees. As a result, equity based incentive awards are a significant component of our compensation program. We believe that it is important to ensure that our performance goals and compensation incentives continue to be aligned with the interests of our shareholders through the operation of our equity program and the granting of long-term incentives.

Broad-Based Program

We have in place a broad-based equity award program and make grants to our employees under our Omnibus Stock Plan. In 2011, 51% of our eligible employee population received an annual equity award.

Historical Grant Information

We currently have authorization to issue up to 8,045,975 shares under the plan, of which 3,650,584 remained available for future grants as of December 31, 2011. While the use of equity is an important part of our compensation program, we are mindful of our responsibility to our shareholders in granting equity awards. As part of this proposal, we are not seeking to increase the number of shares authorized under the plan.

Our options and shares granted under our Omnibus Stock Plan and Director Stock Plan as a percentage of our shares outstanding, referred to as our burn rate, was:

 

2011      .64%   
2010      .63%   
2009      .41%   

Our overhang, calculated by dividing the number of shares subject to outstanding awards plus shares available for grant under our Omnibus Stock Plan and Director Stock Plan (the numerator) by the number of common shares outstanding plus the number of shares in the numerator was 8.2% as of December 31, 2011.

KEY PROVISIONS OF THE PLAN

No Stock Option Repricing/Exchange. The plan does not permit the repricing of options or the exchange of underwater options for cash or other awards without shareholder approval.

No Discounted Awards. Awards having an exercise price cannot be granted with an exercise price less than the fair market value on the date of grant.

No Evergreen Provision. There is no “evergreen” feature pursuant to which the shares authorized for issuance under the plan can be automatically replenished.

Material Amendments Require Shareholder Approval. Material changes, including increasing the number of authorized shares, changes to the restrictions on repricing and the pricing of options below market value, require shareholder approval.

Administered by an Independent Committee. The plan is administered by our independent compensation committee.

SUMMARY OF KEY AMENDMENTS

The following is a summary of key proposed amendments to the plan. A copy of the complete text of the Omnibus Stock Plan as it is proposed to be amended and restated is included in Appendix C to this proxy statement, and the following description is qualified in its entirety by reference to the text of the plan. You are urged to read the Omnibus Stock Plan as it is proposed to be amended and restated in its entirety.

Extension of the Term. We propose extending the term of the plan so that awards can continue to be made under the plan until June 30, 2022. We plan to seek shareholder approval of the plan in 2017 for purposes of meeting the requirements of Section 162(m) of the Internal Revenue Code.

Additional Performance Metrics. To ensure that we have the appropriate flexibility to design our long-term incentives, we are adding additional performance metrics to the plan, including cash earnings growth per share which we plan to

use for our 2012 performance share grants. Approval of the amendment of the Omnibus Stock Plan will also constitute approval of all of the performance metrics in the plan for purposes of Section 162(m) of the Internal Revenue Code.

Change of Control. We propose amending the change of control provisions to provide that performance-based awards granted following the amendment shall vest in the event of a change of control at the greater of (i) actual performance at the time of the change of control or (ii) the target level. Currently such awards would vest at the maximum level of performance.

 

 

 
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ITEM  5—APPROVAL OF AN AMENDMENT TO OUR OMNIBUS STOCK PLAN (CONTINUED)

 

ESTIMATED EQUITY AWARDS

Awards under the plan are granted at the discretion of the compensation committee. While it is not possible to determine at this time the amount of any awards that may be made under the plan in the future, our annual equity program includes grants to our named executive officers, other members of our senior management group (10 individuals) and other employees below senior management.

The following table shows the number of shares tied to annual awards made on September 15, 2011 to these groups:

 

     Economic
Value
(1)
     Performance
Shares
(2)
     Stock Options      Restricted Stock      Restricted
Stock Units
 
Craig S. Donohue    $ 3,500,239         3,464         8,540         6,928           
James E. Parisi    $ 874,657         864         2,136         1,732           
Terrence A. Duffy    $ 1,750,325         1,732         4,272         3,464           
Phupinder S. Gill    $ 1,399,894         1,384         3,416         2,772           
Bryan T. Durkin    $ 1,006,471         996         2,456         1,992           
Other Executive Officers    $ 4,709,656         4,500         11,892         9,320           
Employees Below Executive Officer(3)    $ 47,360,285                 231,304         93,204         472   

 

(1) Economic value was calculated using the closing price on the date of grant of $271.86. The valuation methods used above differ from those used in the Summary Compensation Table.
(2) Performance shares represent equity awards to our senior management group which are tied to cash earnings and total shareholder return relative to the S&P 500 and are settled in shares of restricted stock. Because the cash earnings performance goal was not approved until 2012, these awards are not included in the Summary Compensation Table.
(3) In 2011, approximately 1,300 employees below the level of executive officer received an annual equity award.

 

ADDITIONAL INFORMATION ABOUT THE PLAN

This description of the plan is qualified in its entirety by reference to the text of the amended plan set forth in Appendix C.

Shares Reserved Under the Plan

The number of shares of common stock that may be issued or awarded under the plan shall not exceed 8,045,975, subject to adjustment in the event of stock dividends, stock splits, combination of shares, recapitalizations or other changes in the outstanding common stock. The shares issuable under the plan may be drawn from either authorized but previously unissued shares of common stock or from reacquired shares of common stock.

Administration of the Plan

The plan is administered by the compensation committee of the board of directors. The compensation committee has, among other powers, the exclusive power to administer and interpret the plan and to grant awards under the plan. The compensation committee’s authority includes determining the types of awards to be granted and selecting award recipients as a group from among persons eligible to participate in the plan and determining the extent of their participation. Under certain circumstances, the compensation committee may delegate some aspects of its authority to one or more board members or officers of CME Group.

Awards Under the Plan

Stock Options. The compensation committee may grant options qualifying as incentive stock options under the internal

revenue code and/or non-qualified stock options. At the time the option is granted, the compensation committee will determine the number of shares subject to the option, the exercise (or purchase) price per share, the period during which the option may be exercised and the restrictions and conditions on the exercise. However, the exercise price of each option will be at least equal to the fair market value of our common stock. All options have a ten-year expiration date. As of March 12, 2012, the last business day before we filed this proxy statement, the closing price of our Class A common stock was $270.20.

Stock Appreciation Rights. The compensation committee may grant SARs either independently or in conjunction with an award of a stock option which may only be exercised at such times and to the extent the related stock option is exercisable. The term, exercisability and other provisions of an SAR will be fixed by the compensation committee. SARs generally allow the grantee to realize the appreciation in the shares of our Class A common stock subject to the grant over the life of the award. Payment of an SAR may be made in cash, shares or a combination of both at the discretion of the compensation committee.

Stock Awards. The compensation committee may also award shares of our Class A common stock either as a restricted share award or as a bonus award that is not subject to restriction. With respect to restricted shares, the compensation committee shall fix the restrictions and the restriction period applicable to each restricted share award. The recipient of a restricted share award will be unable to dispose of the shares prior to the expiration of the restriction

 

 

 
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ITEM 5—APPROVAL OF AN AMENDMENT TO OUR OMNIBUS STOCK PLAN (CONTINUED)

 

period. Unless otherwise determined by the compensation committee, during this period, the recipient will be entitled to vote the shares. Any regular cash dividends on shares subject to time restrictions granted beginning in September 2010 are accrued and not paid out until vesting. Dividends may not be received by the holder of shares subject to performance goals until the satisfaction of such goals.

Performance Share Awards. The compensation committee may grant performance awards under which payment may be made in shares of our Class A common stock (including

restricted shares), a combination of shares and cash or solely in cash. Such awards will be paid if our performance meets certain goals established by the compensation committee during an award period. The compensation committee, in its discretion, will determine the performance goals, the length of an award period and the manner and medium of payment of each performance award. In order to receive payment, a grantee must remain in the employ of CME Group or any of its subsidiaries until the completion of the award period, except that the compensation committee may provide complete or partial exceptions to that requirement as it deems equitable.

Change in Control. Upon a change in control as defined in, and subject to certain limitations under, the plan, all outstanding awards will vest, become immediately exercisable or payable or have all restrictions lifted as may apply to the type of award granted. As amended, performance-based awards granted in the future would vest in the event of a change of control at the greater of (i) actual performance at the time of the change of control or (ii) at the target level.

Eligible Participants

The compensation committee has the authority to determine which CME Group employees, its subsidiaries and any other entity controlled by the Company are eligible to participate in the plan. As of December 31, 2011, we had approximately 2,700 employees who were eligible to receive grants.

Transferability

Unless otherwise determined by the compensation committee, awards under the plan are non-transferable.

Term of the Plan

The plan was effective as of February 7, 2000 and will terminate on June 30, 2012, unless terminated earlier by the board of directors or extended to June 30, 2022 as proposed under this Item 5.

Certain Award Limitations

The maximum number of shares which may be made subject to awards (including awards intended to be qualified performance based compensation for purposes of Section 162(m) of the Internal Revenue Code) granted to any plan participant in any fiscal year is 250,000. These limits are

subject to adjustment upon corporate transactions and similar events in accordance with the terms of the plan. No more than 200,000 shares may be granted under the plan pursuant to incentive stock options.

Federal Income Tax Consequences

The following is only a brief summary of the effect of U.S. federal income taxation on the award recipient and on us of an equity award under the Omnibus Stock Plan and this summary does not discuss the income tax laws of any other jurisdiction (such as municipality or state) in which the recipient of the award may reside. This summary is based on the tax laws in effect on the date of this proxy statement. Changes to these laws could alter the tax consequences described below.

Stock Options. The grant of an incentive stock option or a non-qualified stock option will not result in income for the grantee or in a deduction for us. The exercise of a non-qualified stock option will result in ordinary income for the grantee and a deduction for us measured by the difference between the option price and the fair market value of the shares received at the time of exercise. The exercise of an incentive stock option will not result in income for the grantee if the grantee (i) does not dispose of the shares within two years after the date of grant or one year after the transfer of shares upon exercise and (ii) is an employee of us from the date of grant until three months before the exercise date. If these requirements are met, the basis of the shares upon later disposition will be the option price. Any gain will be taxed to the employee as long-term capital gain, and we will not be entitled to a deduction. The excess of the market value on the exercise date over the option price is an item of tax preference, potentially subject to the alternative minimum tax.

If the grantee disposes of the shares prior to the expiration of either of the holding periods, the grantee will recognize ordinary income, and we will be entitled to a deduction equal to the lesser of the fair market value of the shares on the exercise date minus the option price or the amount realized on disposition minus the option price. Any gain in excess of the ordinary income portion will be taxable as long-term or short-term capital gain.

Restricted Share Awards. The grant of restricted shares should not result in income for the grantee or in a deduction for us for federal income tax purposes, assuming the shares transferred are subject to restrictions resulting in a “substantial risk of forfeiture.” If there are no such restrictions, the grantee will recognize ordinary income upon receipt of the shares. Dividends, if any, paid and received by the grantee while the stock remains subject to restriction will be treated as compensation for federal income tax purposes. At the time the restrictions lapse, the grantee will receive ordinary income, and we will be entitled to a deduction measured by the fair market value of the shares at the time of lapse.

 

 

 
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ITEM 5—APPROVAL OF AN AMENDMENT TO OUR OMNIBUS STOCK PLAN (CONTINUED)

 

SARs and Performance Awards. The grant of an SAR or a performance award will not result in income for the grantee or in a deduction for us. Upon the exercise of an SAR or the receipt of shares or cash under a performance award, the grantee will recognize ordinary income, and we will be entitled to a deduction measured by the fair market value of the shares plus any cash received.

Section 162(m). The plan is intended to provide performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code, which generally limits the deduction by an employer for compensation of certain covered officers. For more information on Section 162(m) see the section of this proxy statement entitled Compensation Discussion and Analysis—Tax and Accounting Implications —Limit on Tax-Deductible Compensation on page 50.

The compensation committee may condition vesting of an award intended to constitute performance based compensation upon attainment of goals using one or a combination of the following criteria: annual daily volume growth or revenue growth; cash earnings growth per share; cash earnings; customer satisfaction; earnings before or after taxes, interest, depreciation, and/or amortization; earnings per share; economic value added (net operating profit after tax minus the sum of capital multiplied by the cost of capital); expense reductions; expense targets; free cash flow, cash flow return on equity, and cash flow return on investment; gross or operating margins; margins; market share; net earnings or net income (before or after taxes); operating efficiency; operating expenses; productivity ratios; return on assets; return on equity; return on investment; share price (including, but not limited to, growth measures, total shareholder return and relative total shareholder return); and working capital targets and change in working capital; or any increase or decrease of

one or more of the foregoing over a specified period. Such performance goals may relate to the performance of CME Group, an affiliate, any portion of the business, product line, or any combination thereof, on a per share basis), a market index, a group of other companies (or their subsidiaries, business units or product lines), or a combination thereof, all as determined by the compensation committee.

One of the requirements of “performance-based” compensation for purposes of Section 162(m) is that the material terms of the performance goals under which compensation may be paid must be disclosed to and approved by shareholders. For purposes of Section 162(m), the material terms include (i) the individuals eligible to receive compensation, (ii) a description of the business criteria on which the performance goal is based and (iii) the maximum amount of compensation that can be paid to an individual under the performance goal. Each of these aspects is discussed in this proposal, and shareholder approval of the Omnibus Stock Plan will constitute approval of each of these aspects of the Omnibus Stock Plan for purposes of the approval requirements of Section 162(m).

The board may amend the plan as it deems advisable subject to the requirements of applicable law and other regulatory requirements, including those imposed by the applicable listing standards.

Required Vote

Approval of this proposal requires the affirmative vote of a majority of the votes cast. For purposes of satisfying applicable NASDAQ rules, the total votes cast on this proposal must represent greater than 50% of all shares of our Class A and Class B common stock outstanding and entitled to vote.

 

 

 
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ITEM 6—APPROVAL OF AN AMENDMENT TO OUR EMPLOYEE STOCK PURCHASE PLAN

 

You are being asked to vote on a proposal to adopt an amendment to our Employee Stock Purchase Plan to increase the number of available shares from 40,000 to 100,000 and to extend the expiration date to June 30, 2022.

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSED AMENDMENTS TO THE EMPLOYEE STOCK PURCHASE PLAN.

 

FACTORS TO CONSIDER

Enhances Employee Share Ownership

The purpose of the Employee Stock Purchase Plan is to provide our employees added incentive to promote our best interests by permitting eligible employees to purchase shares of our Class A common stock through payroll deductions at a reasonable discount. The plan is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code, as amended.

Broad-Based Plan

All regular employees who customarily work more than five months in any calendar year and for more than 20 hours per week are eligible to participate. Pursuant to discretion granted to the compensation committee under the plan, the committee has elected to exclude members of our senior management group from participating in the plan.

Historical Grant Information

The plan was originally approved by shareholders in 2005. We have authorization to issue 40,000 shares under the plan, of which 13,894 remained available for future purchases as of December 31, 2011.

Reasonable Discount and Holding Period

The purchase price is 90% of the fair market value on the date of purchase. Purchased shares are subject to a six month holding period.

Administered by an Independent Committee

The plan is administered by our independent compensation committee. The committee has full power and authority to interpret and administer the plan, to establish rules and regulations relating to the plan and to make all other determinations it deems appropriate for the proper administration of the plan.

ESTIMATED PLAN PURCHASES

Purchases under the plan are made at the discretion of the participating employees. Therefore, it is not possible to determine at this time the amount of purchases that may be made under the plan in the future. The following table shows the purchases made under the plan in 2011. Only employees below the level of the senior management group are entitled to participate in the plan. No named executive officers or other executive officers participated in the plan in 2011.

 

 

Date of Purchase    Participating Employees      Shares Purchased      Discounted Purchase
Price
     Fair Market Value Price  
12/15/2011      277         3,501       $ 215.18       $ 239.09   
6/15/2011      286         2,916       $ 244.04       $ 271.16   

 

ADDITIONAL INFORMATION ABOUT THE PLAN

The following is a summary of key proposed amendments to the plan. A copy of the complete text of the Employee Stock Purchase Plan as it is proposed to be amended and restated is included in Appendix D to this proxy statement, and the following description is qualified in its entirety by reference to the text of the plan. You are urged to read the Employee Stock Purchase Plan as it is proposed to be amended and restated in its entirety.

Shares Reserved Under the Plan

The number of shares of Class A common stock available for purchase under the plan shall not exceed 100,000, if approved under this Item 6, subject to adjustment by the compensation

committee. The shares available for purchase under the plan may be drawn from either authorized but previously unissued shares of common stock or from reacquired shares of common stock, including shares purchased by us in the open market and held as treasury shares.

Adjustments

In the event of any merger, reorganization, consolidation, recapitalization, liquidation, stock dividend, split-up, share combination or other similar change in the corporate structure of CME Group affecting its common stock, the compensation committee may, in its discretion, adjust the number and kind of shares available under the plan.

 

 

 
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ITEM 6—APPROVAL OF AN AMENDMENT TO OUR EMPLOYEE STOCK PURCHASE PLAN (CONTINUED)

 

Eligible Participants

All employees who are regularly scheduled to work at least 20 hours per week and who customarily are employed for more than five months in a calendar year will be eligible to participate in the plan, except for certain limitations imposed by Section 423(b) of the internal revenue code. Under the code, no employee is permitted to purchase any shares in the plan if such employee, immediately after such purchase, owns shares possessing 5% or more of the total combined voting power of all CME Group classes of stock. In addition, no employee may purchase any shares in the plan in excess of $25,000 (determined at the market value of the shares at the beginning of the offering period) in any one calendar year. Pursuant to authority granted to the compensation committee under the terms of the plan, the committee has elected to exclude members of our senior management group from participating in the plan. As of December 31, 2011, approximately 2,700 employees were eligible to participate in the plan.

Participation in the Plan

The plan allows eligible employees to authorize payroll deductions of up to 10% of their base salary, measured based on the rate in effect on January 1 (or date of hire, if later) of the year in which the purchase period commences, to be applied toward the purchase of shares of common stock at the end of the offering period. The plan will be implemented by consecutive offering periods of approximately six months’ duration. Shares are purchased at the end of an offering period at a price of 90% of the market value of the common stock as reported on NASDAQ.

Deduction Changes and Suspension

Except as otherwise provided by the compensation committee, a participant may increase or decrease his or her payroll deductions at any time. Participants may withdraw all, but not less than all, of their accumulated payroll contributions at any time prior to the next purchase date. A participant’s withdrawal from an offering period will not have any effect upon his or her ability to participate in the following offering period.

Transferability

A participant’s rights under the plan are not transferable by the participant except by will or the laws of descent and distribution.

Holding Period

A participant may not sell shares acquired in the plan until six months after the date of purchase.

Termination of Employment

When a participant terminates employment for any reason, including voluntary termination, retirement or death, the cash amounts credited to such participant’s account that have not been used to purchase shares will be returned to the participant or in the case of such participant’s death, to the person’s designated beneficiary.

Amendments and Termination

The board of directors may at any time terminate, amend or suspend the plan, as it deems advisable, subject to the requirements of applicable law and other regulatory requirements, including those imposed by NASDAQ.

Term of Plan

The plan is scheduled to expire on April 27, 2015. We propose extending the expiration date to June 30, 2022 to correspond to the expiration date of our Omnibus Stock Plan as proposed under Item 5.

Federal Income Tax Consequences

The following is only a brief summary of the effect of U.S. federal income taxation on a participant in the plan and on us and this summary does not discuss the income tax laws of any other jurisdiction (such as municipality or state) in which the participant may reside. This summary is based on the tax laws in effect on the date of this proxy statement. Changes to these laws could alter the tax consequences described below.

Generally, no tax consequences will arise at the time an employee purchases common stock under the plan. If an employee disposes of the common stock purchased under the plan less than one year after it was purchased and within two years of the beginning of the applicable offering period, the employee will be deemed to have received compensation taxable as ordinary income in an amount equal to the difference between the amount paid by the employee to purchase the common stock, and its market value as of the date of purchase. The amount of such ordinary income will be added to the employee’s cost basis for purposes of determining capital gain or loss upon the disposition of the common stock by the employee.

If an employee does not dispose of the common stock purchased under the plan until at least one year after it was purchased and at least two years after the beginning of the applicable offering period, the employee will be deemed to have received compensation taxable as ordinary income in an amount equal to the lesser of (a) the difference between the discounted purchase price of the common stock on the date of purchase and the market value of the common stock at the beginning of the offering period, and (b) the difference

 

 

 
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ITEM 6—APPROVAL OF AN AMENDMENT TO OUR EMPLOYEE STOCK PURCHASE PLAN (CONTINUED)

 

between the market value of the shares at the time of the sale and the discounted purchase price. The amount of such ordinary income will be added to the employee’s cost basis for purposes of determining capital gain or loss upon the disposition of the common stock by the employee. We generally will not be entitled to a deduction with respect to the common stock purchased by an employee, unless the employee disposes of the common stock less than one year

after the common stock was purchased by the employee or less than two years after the beginning of the offering period.

Required Vote

Approval of this proposal requires the affirmative vote of the holders of a majority of the shares of our Class A and Class B common stock present or represented by proxy at the annual meeting voting together as a single class.

 

 

 
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ITEM 7—SHAREHOLDER PROPOSAL TO IMPLEMENT PROXY ACCESS

 

You are being asked to vote on a shareholder proposal, if presented, to provide proxy access to shareholders meeting certain ownership requirements.

 

In accordance with SEC rules, we have set forth below a shareholder proposal, along with the supporting statement of the shareholder proponent. We are not responsible for any inaccuracies that it may contain. The shareholder proposal is required to be voted on at our annual meeting, only if properly presented.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “AGAINST” THE SHAREHOLDER PROPOSAL.

Norges Bank, the central bank for the Government of Norway, Bankplassen 2, 0151 Oslo, Norway, beneficial owner of over $2,000 in market value of Class A common stock, is the proponent of the following shareholder proposal. The proponent has advised us that a representative will present the proposal and related supporting statement at our annual meeting.

SHAREHOLDER PROPOSAL

The Corporation’s Bylaws are hereby amended as follows:

Section 1.1(g) is added as follows:

Notwithstanding the foregoing, the Corporation shall include, pursuant to Section 1.1(b)(i) of this Bylaw, in its proxy materials for a meeting of shareholders at which any director is to be elected, the name, together with the Disclosure and Statement (both defined below), of any person nominated for election as an Equity Director by a shareholder or group thereof that satisfied the requirements of this Section 1.1(g) (the “Nominator”), and allow shareholders to vote with respect to such nominee on the Corporation’s proxy card. Each Nominator may designate nominees representing up to 25% of the total number of the Corporation’s directors.

To be eligible to make a nomination under this Section 1.1(g), a Nominator must:

(a) have beneficially owned 1% or more of the Corporation’s outstanding common stock (the “Required Shares”) continuously for 1 year prior to the submission of its nomination, and shall represent that it intends to hold these shares through the date of the meeting;

(b) provide written notice to the Corporation’s Secretary within the time period specified in Section 1.1(c) containing; (i) the information required to be disclosed with respect to the nominee under Section 1.1(c) (the “Disclosure”); and (ii) with respect to the Nominator, proof of ownership of the Required Shares in satisfaction of the SEC Rule 14a-8, without regard to any other information listed in Section 1.1(c); and

(c) execute an undertaking that it agrees: (i) to assume all liability for any violation of law or regulation arising out of the Nominator’s communications with shareholders, including the Disclosure; and (ii) to the extent it uses soliciting material other than the Corporation’s proxy materials, to comply with all laws and regulations relating thereto.

The Nominator shall have the option to furnish a statement, not exceeding 500 words, in support of each nominee’s candidacy (the “Statement(s)”) at the time the Disclosure is submitted to the Corporation’s Secretary. The Board of Directors shall adopt a procedure for timely resolving disputes over whether notice was timely given and whether the Disclosure and Statement(s) comply with this Section 1.1(g) and the rules under the Exchange Act.

The following shall be added to Section 1.8(b):

Notwithstanding the foregoing, the total number of directors elected at any meeting may include candidates nominated under the procedures set forth in Section 1.1(g) representing no more than 25% of the total number of the Corporation’s directors.

Shareholders’ right to nominate board candidates is a fundamental principle of good corporate governance and board accountability.

This proposal would enable shareholders to nominate board candidates subject to reasonable limitations, including a 1% / 1 year holding requirement for nominators, permitting nominators to nominate at most 25% of the company’s directors, and providing that, in any election, candidates nominated by shareholders under this procedure can be elected to fill at most 25% of the Board seats.

For more information see http://www.nbim.no/CMEGroupProxyAccessProposal

Please vote FOR this proposal.

BOARD OF DIRECTORS STATEMENT IN OPPOSITION TO THE PROPOSAL

The board unanimously recommends that you vote “AGAINST” this proposal for the following reasons:

We agree with the proponent that board accountability is an important aspect of good corporate governance. That is why we are taking additional steps to enhance our board’s accountability through our proposal to eliminate our classified

 

 

 
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board discussed in Item 4 and through the board’s decision to allow our shareholder rights plan to expire.

We are a unique business that requires a unique governance structure.

We have evolved over the years from a mutually owned, floor-based exchange, originally established to hedge agricultural risk, to a publicly owned, global financial exchange and the parent company of four separate futures exchanges (all formerly member owned and controlled organizations). As the parent company of highly regulated derivatives exchanges, our business is unlike other public companies and its complexities demand a unique governance structure. Our governance structure has enabled us to grow our business and to succeed despite a rapidly changing global landscape and changes in technology, market structure, products and regulatory regimes. The tenure of our directors enables the board to provide insight into the rationale and historical context for past decisions and strategies that has allowed us to successfully adapt to our evolving business environment. This continuity increases the full board’s collective experience, provides new directors the opportunity to learn about our business from the continuing directors and improves the board’s ability to develop, refine, and execute our long-term strategic plans. All of this is even more important in today’s uncertain environment with increased challenges and opportunities facing companies within the financial services industry. An abrupt change in the composition of our board could impair our progress in achieving our strategic goals.

We operate in a highly regulated environment which is undergoing significant changes that don’t apply to the typical public company.

In light of the widespread financial and economic difficulties, particularly acute in the latter half of 2008 and early 2009, there were calls for a restructuring of the regulation of financial markets. In July 2011, a portion of the provisions of the Dodd-Frank Act became effective with significant rulemaking scheduled for 2012. Dodd-Frank is a comprehensive banking and financial services reform package that includes significant changes to the oversight of the derivatives markets, both over-the-counter and exchange-traded. While we believe that the new regulations provide opportunities for our business which we continue to explore, Dodd-Frank remains subject to extensive rulemaking by the CFTC, the SEC, the Department of Treasury and other regulators. We and others in the industry have actively participated in the rule-making process with the goal that the new regulations serve the public interest, foster competition and innovation and do not place the U.S. financial services

sector at a competitive disadvantage in our evolving financial

markets. A substantial number of the regulations remain subject to rulemaking. In light of the uncertainty of the final implementation of Dodd-Frank, there is a risk that the final regulations could include provisions that could negatively impact our business. Understanding the impact of these new provisions and interacting with our regulators and legislators requires a deep understanding. Certain of our directors interact directly with and provide testimony to our regulators and members of Congress and their staff and play a significant role in shaping the regulations that apply to our industry.

Thresholds specified in the proposal do not demonstrate meaningful ownership and could result in harm to proper board functioning.

The proposed beneficial ownership requirement of 1% with a required holding period of only one year does not evidence meaningful long term ownership and should not enable a shareholder to nominate up to 25% of our board of directors. Allowing shareholders who exhibit such an immaterial investment in CME Group could lead to the election of “special interest directors” who may be inclined to represent the interests of the shareholders who have nominated them rather than on the overall interests of all CME Group shareholders which interests may not be aligned with our long-term interests.

Combined with our existing Class B director nomination process we could encounter significant board turnover which would be disruptive.

Under our current organizational documents, our Class B shareholders have the right to nominate and run contested elections for six of our board seats or approximately 20% of our board following the 2012 annual meeting. If this proposal were to be approved, 40% of our board could be subject to turnover without any input from our independent board nominating committee. In addition to undermining the important role of our independent nominating committee (discussed below), this would be disruptive by turning director elections into a proxy contest, effectively requiring the expenditure of significant CME Group resources in a manner inconsistent with the creation of shareholder value. It could also discourage directors from serving on our board.

Our independent nominating committee is better equipped to evaluate candidates and shareholders may present qualified candidates for consideration.

Our nominating committee has an understanding of the unique nature of our business and our current initiatives,

 

 

 
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strategies and threats. It is better equipped to evaluate candidates based upon the skills and experience needed on our board. In addition, our Corporate Governance Principles already provide shareholders with the opportunity for input into the director nomination and election process. As discussed on page 3, shareholders may submit recommendations for director candidates to our nominating committee. In connection with the nomination process for the 2012 annual meeting, the nominating committee interviewed two potential candidates who requested consideration for nomination as an Equity director. After a comprehensive evaluation process, the committee declined to recommend their nomination to the board.

Unplanned changes to our board could cause us not to comply with applicable CFTC requirements

As the parent company of four futures exchanges, we are subject to regulation by the CFTC, including rules that affect the composition of the board. Our board is required to certify

compliance with these rules each year. The CFTC has proposed rules which would mandate that a minimum percentage of our board be comprised of public directors. A key function of our independent nominating committee is to identify a slate of candidates with the requisite industry, legislative, financial and business experience, while maintaining compliance with these regulations. Any unplanned changes in the composition of the board could cause us to violate these regulations which could have an adverse effect on our business, or leave our board without the appropriate skills to effectively oversee and grow our business.

Required Vote

Approval of this proposal requires the affirmative vote of the holders of two-thirds of the voting power of the outstanding shares of our Class A and Class B common stock entitled to vote on this matter voting together as a single class.

 

 

 
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PROPOSALS FOR OUR CLASS B SHAREHOLDERS

 

Our Class B-1 and Class B-2 shareholders are being asked to vote for one Class B director for their respective class and our Class B-1 and Class B-3 shareholders are being asked to vote on the nominees for their 2013 nominating committees.

 

In accordance with our bylaws, our Class B-1, Class B-2 and Class B-3 shareholders have the right to elect six of our directors. At the 2012 annual meeting, Class B-1 shareholders are entitled to elect one director and Class B-2 shareholders are entitled to elect one director. Assuming our proposal to eliminate classification of our board of directors as of the 2014 annual meeting is approved as described under Item 4, each of the Class B directors will be elected to a two-year term. If we do not receive approval of Item 4, the Class B directors will be elected to a three-year term.

Additionally, our bylaws provide that holders of our Class B-1, Class B-2 and Class B-3 shares have the right to elect the members of their respective Class B nominating committees.

The Class B nominating committees are not committees of our board of directors and serve only to nominate the slate of Class B directors for their respective classes. Each Class B nominating committee is composed of five members who serve for a term of one year. The existing committee members are responsible for selecting 10 candidates to stand for election as members of a particular Class B nominating committee. The five nominees with the greatest number of votes will serve on the applicable committee. The nominees for the Class B-2 nominating committee will be elected at the 2013 annual meeting with the nominee for the Class B-2 director elected at the 2014 annual meeting.

Ages are as of February 15, 2012.

 

 

OUR BOARD IS NOT PROVIDING ANY RECOMMENDATION AS TO HOW OUR CLASS B SHAREHOLDERS SHOULD VOTE ON ITEM 8 OR ITEM 9.

 

 
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ITEM 8ELECTION OF CLASS B-1 AND CLASS B-2 DIRECTORS

 

You may not cast your vote for more than one nominee for each director for the Class B-1 or Class B-2 director. If you own more than one share of Class B-1 or Class B-2 stock, you must vote all of your Class B-1 shares and/or Class B-2 shares the same way. You may not split your vote. If you do so, your vote will be invalid.

NOMINEES FOR CLASS B-1 DIRECTOR (CLASS B-1 SHARES ONLY)

Vote “FOR” the nominee to be elected as your Class B-1 representative and vote “AGAINST” or “ABSTAIN” with regards to the other nominees.

 

   

Jeffrey M. Bernacchi (JMB)

Mr. Bernacchi has been a member of CME since 1979, of CBOT since 1992 and of NYMEX since 2007. Mr. Bernacchi has served as President and owner of JMB Trading Corp. since 1980, Vice President and part owner of FuturesRoute, Inc. since 1999 and managing member of Celeritas Capital LLC since 2008. He is also the owner of Bernacchi Trading.

   Director since: 2009

Age: 54

Gary T. Lark (GTX)

Mr. Lark has been associated with our CME exchange since 1973 and has served as a board marker, clerk, member/market analyst, director of hedging for a multi-national agricultural company and as an executive/director for multiple companies in the industry. He has previously served as a member of our business conduct and probable cause committees. Mr. Lark provides strategic advice to outside users of our marketplace and serves as an independent trader.

   Director since: n/a

Age: 60

Gerard M. Shannon (GDS)

Mr. Shannon has been a member of CME for 28 years. Since 2010, he has served as a managing member and partner of Geneva Trading USA, LLC, one of our corporate equity member firms which owns 9,000 Class A shares, one share in each Class B division, two full NYMEX memberships, and one full CBOT membership. Previously, he was a partner with Mercury Marketplace LLC from 2008 to 2010. Mr. Shannon has been owner and trader with GMS Trading Corp. since 1985. Mr. Shannon has extensive experience with all CME Group products and services. He has also served on numerous functional committees at CME Group.

   Director since: n/a

Age: 50

Vote Required

The nominee for Class B-1 director receiving the highest number of “FOR” votes will be elected.

NOMINEES FOR CLASS B-2 DIRECTOR (CLASS B-2 SHARES ONLY)

Vote “FOR” the nominee to be elected as your Class B-2 representative and vote “AGAINST” or “ABSTAIN” with regards to the other nominees.

 

   

Yra G. Harris (YRA)

Mr. Harris has been a member of CME since 1977. He serves as a global macro trader with floor experience and has served as a hedge fund portfolio manager. He also served on a CFTC oversight committee from 1992 to 1997.

   Prior director service:

1997 to 2003

Age: 58

Patrick J. Mulchrone (PJM)

Mr. Mulchrone has been a member of CME since 1980. He is currently a partner in Advantage Futures LLC, one of our clearing firms, and Buttonwood Group Trading LLC, one of our proprietary clearing firms. Mr. Mulchrone served as our Second Vice Chairman from 1993 to 1996 and is a member of the board of Standard Bank and Trust. He has served on numerous functional committees at CME, including serving on our political action committee from 1988 and as its co-chairman from 1993 to 2005 and as its vice chairman from 2005 to present. In such roles, Mr. Mulchrone has engaged in considerable interaction with regulators.

   Prior director service:

1991-1992

1993-1996

1998-2001

Age: 54

David J. Wescott (COT)

Mr. Wescott has been a member of CME for more than 25 years. He is a founder and partner in TradeForecaster.com LLC, an algorithmic trading and technology company. He has served as President of The Wescott Group Ltd. since 1991 and Managing Partner of the Dowd/Wescott Group since 2006. Dowd/Wescott was acquired by MF Global in 2007 and was later transferred in 2011 to Penson Futures in connection with the bankruptcy of MF Global. Mr. Wescott is currently a Managing Partner of DWG Futures. Mr. Wescott has served on numerous functional committees at CME.

   Director since: 2003

1988-1995

Age: 54

Vote Required

The nominee for Class B-2 director receiving the highest number of “FOR” votes will be elected.

 

 
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ITEM 9—ELECTION OF CLASS B-1 AND CLASS B-3 NOMINATING COMMITTEES

 

NOMINEES FOR 2013 CLASS B-1 NOMINATING COMMITTEE

Vote “FOR” the five nominees to be elected to a one-year term to the Class B-1 Nominating Committee and vote “AGAINST” or “ABSTAIN” with regards to the other nominees.

 

William C. Bauman (WCB)

Independent floor trader

  

Member since: 1975

Shares Owned: B-1, B-3

Age: 64

Thomas A. Bentley (TAB)

Independent floor trader

  

Member since: 1982

Shares Owned: B-1

Age: 56

Michael J. Downs (BMR)

Independent floor trader

  

Member since: 1981

Shares Owned: B-1

Age: 55

Steven I. Freeman (SIF)

Independent floor trader

  

Member since: 1987

Shares Owned: B-1

Age: 45

Stephen F. French (FS)

Independent floor trader

  

Member since: 1990

Shares Owned: B-1, B-3

Age: 50

John C. Garrity (JCG)

Independent floor trader

  

Member since: 1974

Shares Owned: B-2, B-3

Age: 66

Mark S. Kobilca (HTR)

Independent trader

  

Member since: 1978

Shares Owned: B-1, B-4

Age: 57

Brian J. Muno (BJM)

Independent floor trader

  

Member since: 1983

Shares Owned: B-1

Age: 51

Michael J. Small (SML)

Independent floor trader

  

Member since: 1985

Shares Owned: B-1

Age: 51

Kenneth G. Zekich (KZ)   

Member since: 1986

Shares Owned: B-1

Age: 48

Vote Required

The five nominees for the Class B-1 nominating committee receiving the highest number of “FOR” votes will be elected.

NOMINEES FOR 2013 CLASS B-3 NOMINATING COMMITTEE

Vote “FOR” the five nominees to be elected to a one-year term to the Class B-3 Nominating Committee and vote “AGAINST” or “ABSTAIN” with regards to the other nominees.

 

J. Kenny Carlin (JKC)

Independent floor trader

  

Member since: 1985

Shares Owned: B-3

Age: 52

Bryan P. Cooley (COOL)

Independent floor trader

  

Member since: 1993

Shares Owned: B-3

Age: 52

Laurence E. Dooley (LED)

Independent floor trader

  

Member since: 2002

Shares Owned: B-3

Age: 45

Mario J. Florio (MRO)

Independent floor trader

  

Member since: 1994

Shares Owned: B-3

Age: 40

Christopher P. Gaffney (GAF)

Independent floor trader

  

Member since: 1984

Shares Owned: B-3

Age: 51

David P. Gaughan (VAD)

Independent floor trader

  

Member since: 1993

Shares Owned: B-3

Age: 41

Glen D. Kohn (KONR)

Independent floor trader

  

Member since: 2003

Shares Owned: B-3

Age: 41

Peter J. Kosanovich (MGLA)

Independent floor trader

  

Member since: 2003

Shares Owned: B-3

Age: 40

Carl A. Maniscalco (CRL)

Independent floor trader

  

Member since: 1984

Shares Owned: B-3

Age: 53

Steven E. Wollack (WLAK)

Independent trader

  

Member since: 1977

Shares Owned: B-3

Age: 69

Vote Required

The five nominees for the Class B-3 nominating committee receiving the highest number of “FOR” votes will be elected.

 

 

 
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COMPENSATION COMMITTEE MATTERS

 

This section provides an overview of the role and responsibility of our compensation committee. We have an executive compensation program that is designed to tie pay to performance, balance rewards with prudent business decisions and risk management, and focus on both annual and long-term performance for the benefit of our shareholders. In designing our program, we also take into consideration our unique role in the financial services industry.

 

OUR COMPENSATION COMMITTEE PROVIDES OVERSIGHT OF OUR COMPENSATION PROGRAM FOR OUR SENIOR MANAGEMENT

The compensation committee comprises eight independent directors. The primary responsibilities of the compensation committee are to review and approve compensation arrangements for senior management (our Executive Chairman and the members of our management team), to review and recommend compensation arrangements for the board of directors, to adopt incentive compensation plans in which senior management is eligible to participate and to oversee matters relating to employee compensation, employee benefit plans and employee incentive programs. A complete description of the committee’s responsibilities may be found in its charter, a copy of which is on our Web site.

There were 13 meetings of the committee in 2011. From time to time, the committee may form a sub-committee to review a particular issue in more detail and bring its recommendations back to the full committee for approval. In 2011, several sub-committee meetings were held. The committee typically meets in executive session without management present for a portion of each regular committee meeting. The committee provides regular reports to the board of directors on its activities.

THE COMMITTEE CONSIDERS THE RECOMMENDATIONS OF OUR CEO AND PRESIDENT IN APPROVING COMPENSATION FOR OUR MANAGEMENT TEAM

The committee is solely responsible for approving the compensation of our senior management group. The committee, however, takes into consideration the recommendations of our CEO and our President in approving compensation for other members of our management team.

THE COMMITTEE DELEGATES AUTHORITY TO OUR CEO ON A LIMITED BASIS SUBJECT TO PRE-ESTABLISHED CRITERIA

Subject to pre-established guidelines for individual awards and aggregate value limitations, the committee delegates authority to the CEO to approve equity awards and annual cash bonus awards. In accordance with this delegated authority, the CEO approves equity awards to employees (other than the Executive Chairman, members of our management team and our chief accounting officer) and

annual cash bonuses for employees (other than the Executive Chairman and the management team). The committee reviews annual reports on the use of such delegation. The committee does not delegate authority to the CEO for compensation decisions relating to our senior management.

OUR PROGRAM IS DESIGNED TO CREATE LONG-TERM SHAREHOLDER VALUE WHILE DISCOURAGING EXCESSIVE RISK TAKING

We realize that it is not possible to grow and enhance long-term shareholder value without assuming some level of risk. This is true whether we decide to make an acquisition, introduce a new product or change our corporate strategy. Our compensation program is designed to create appropriate incentive for creating long-term shareholder value and delivering on our financial and strategic goals while discouraging excessive risk taking.

Several elements of our program, which are discussed in more detail in the Compensation Discussion and Analysis section beginning on page 38, are designed to promote the creation of long-term value and thereby discourage behavior that leads to excessive risk taking. The following are the key elements of our program designed to address compensation risk:

 

 

We utilize a mix of both fixed and variable compensation. Our fixed base pay is intended to provide a steady income.

 

 

A significant portion of our senior management group compensation is composed of long-term equity incentives and these individuals are subject to company stock ownership guidelines based on their level of responsibility.

 

 

All of our annual cash bonus plans, with the exception of the plan for our non-exempt employees, will not pay out in the event we fail to achieve cash earnings at or above the threshold level of performance.

 

 

We set maximum guidelines for annual incentive and long-term incentive awards, thereby establishing and communicating potential payouts.

 

 

All compensation of our senior management group is subject to the approval of the compensation committee, which includes the ability to decrease an award for failure to perform or inappropriate risk-taking.

 

 

 
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COMPENSATION COMMITTEE MATTERS (CONTINUED)

 

 

We have adopted a recoupment policy, whereby employees at the level of managing director and above may be required to repay any previously granted annual bonus awards to the extent that all or a portion of such individual’s award was not actually earned due to a restatement of our financial results with the outcome being that the achievement of the related performance metric was less than previously reported.

 

 

We prohibit all of our employees and board members from engaging in any derivative transactions in our securities and from hedging the economic risk of their ownership of our stock.

OUR COMPENSATION COMMITTEE HAS ITS OWN INDEPENDENT COMPENSATION CONSULTANT

Since 2009, the committee has engaged Veritas Executive Compensation Consultants, LLC to serve as its independent advisor. Since that time, Veritas has provided advice and recommendations on our recoupment policy, our policy on the payment of dividends on time-vested restricted stock and the design of our equity program, including the inclusion of performance shares. Veritas does not provide services to management. However, to ensure that Veritas has an understanding of our programs and business, it may from time to time engage in discussions with our management.

Management also engages its own consultants, which have included Exequity LLC, Meridian Compensation Partners LLC and Towers Watson, to provide advice on the design of various compensation programs. Specifically in 2011, management used its compensation consultants to provide advice on both short- and long-term incentives, including the design of our

performance share program for our senior management group, and other more general executive compensation matters. Such consultants may attend compensation committee meetings and provide advice to the compensation committee. The committee at its discretion may also include its independent advisor in such reviews and decision-making processes, meeting either jointly or separately from management and management’s consultant.

OUR COMMITTEE IS COMPOSED OF INDEPENDENT MEMBERS WITH LIMITED RELATIONSHIPS WITH THE COMPANY

During 2011, none of the members of the committee served at any time as an officer or employee of CME Group or received any compensation from us other than in his capacity as a member of the board or a committee thereof. Except as described below regarding Mr. Shepard, none of the members has any relationship with us other than service as a director or member of one of our exchanges or as an employee of one of our clearing firms. Mr. Shepard owns a minority interest in one of our clearing firms, which made payments to us of approximately $51 million in 2011 in connection with trading activity conducted on our exchanges. Mr. Shepard also is the founder and President of Shepard International, one of our clearing firms, which made payments to us in excess of $120,000 in connection with leasing activity. Such fees are consistent with those prevailing at the time for corresponding activity by other similarly situated unrelated third parties. None of our executive officers served as a director or member of the compensation committee of another entity, one of whose executive officers served on our compensation committee during 2011.

 

 

 
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COMPENSATION DISCUSSION AND ANALYSIS

 

This discussion provides you with a detailed description of our compensation program for our named executive officers. It also provides an overview of our compensation philosophy and our policies and programs, which are designed to achieve our compensation objectives, and an overview of our program as it relates to other members of our management team. These individuals along with our named executive officers are referred to as our senior management group.

 

CME Group named executive officers

Our named executive officers are:

 

 

Craig S. Donohue, Chief Executive Officer

 

 

James E. Parisi, Chief Financial Officer, Managing Director, Finance and Corporate Development

 

 

Terrence A. Duffy, Executive Chairman

 

 

Phupinder S. Gill, President

 

 

Bryan T. Durkin, Chief Operating Officer, Managing Director, Products and Services

Opportunity for shareholder feedback

The compensation committee carefully considers feedback from our shareholders regarding the compensation program for our senior management group. Following the results of last year’s say-on-pay proposal in which we received support of 64%, the compensation committee reviewed the design of our program specifically as it related to the alignment of pay and performance for our senior management group. In September 2011, we enhanced our equity program with the addition of performance-based shares, comprising 25% of the long-term incentive award, tied to our annual achievement of cash earnings and total shareholder return relative to the S&P 500 as described in more detail on page 47, without increasing the overall long-term incentive target opportunity for our senior management group. For 2012, the committee has further increased the proportion of performance shares to 50% of the long-term incentive award and eliminated the use of stock options for our senior management group. Additionally, for the 2012 awards, the committee extended the performance period for these awards and added a new performance metric. The 2012 performance shares will be tied to our cash earnings growth on a per share basis and total shareholder return relative to the S&P 500 measured over a three-year period. We are in the process of working with certain named executive officers to amend their existing employment contracts to reflect these changes.

As discussed on page 16, we provided additional information on our compensation program in advance of the proxy season to our institutional shareholders and invited further feedback.

In addition, we revised the disclosure in this section with a view towards clarity and understanding of our executive compensation programs. Also, as we reported in our Current Report on Form 8-K filed on June 13, 2011, we will hold an annual advisory shareholder vote on the compensation of our named executive officers, which is consistent with our recommendation and the outcome of the shareholder advisory vote in 2011 on the frequency of such votes.

We believe these changes are responsive to the feedback from our investors and enhance the performance orientation of our senior management group pay program.

Shareholders who wish to directly communicate with members of the compensation committee may do so using directors@cmegroup.com as discussed on page 15 of this proxy statement.

You should read this section in conjunction with the advisory vote that we are conducting on the compensation of our named executive officers under Item 3 on page 21 as it contains information that is relevant to your voting decision.

EXECUTIVE SUMMARY

Our Business

As the operator of a global derivatives marketplace, we offer the widest range of global benchmark products across all major asset classes based on interest rates, equity indexes, foreign exchange, energy, agricultural commodities, metals, weather and real estate. We bring buyers and sellers together through our CME Globex electronic trading platform across the globe and our open outcry trading facilities in Chicago and New York City. We also operate CME Clearing which provides clearing and settlement services for exchange traded contracts, as well as for cleared over-the-counter derivatives transactions. We also offer a wide range of market data services. For more information on our business, see Business and Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2011 annual report.

2011 Business Highlights

The year 2011 continued to prove challenging for the global financial services industry. Our performance during the year was solid and we continued our focus to position ourselves for

 

 

 
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COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)

 

strong long-term performance. We believe we delivered significant value to our shareholders based on the following accomplishments:

 

 

Generated $3.3 billion of revenue.

 

 

Increased our average daily volume by 10% from 2010.

 

 

Increased our quarterly dividend policy and added an additional annual variable dividend to our policy.

 

 

Achieved record annual average daily volume for our FX, commodity, energy and metals product lines, as well as double-digit average daily volume growth in our interest rate, equity index, commodity and metals product lines.

 

 

Continued our global expansion as evidenced by record levels of non-U.S. electronic trading revenues and grew volumes outside of U.S. trading hours.

 

 

Successfully launched our co-location initiative in January 2012 which will further diversify our revenue streams.

 

 

Signed a definitive agreement with McGraw-Hill to further enhance our index services business. Pending regulatory approval, we expect this joint venture to close in the first half of 2012.

2011 Compensation Highlights for our Senior Management Group

In connection with our 2011 performance, the compensation committee took the following compensation actions:

 

 

Awarded performance-based shares to our senior management group with metrics tied to our annual cash earnings and total shareholder return as compared to the S&P 500 as described on page 47. We continue to evaluate ways to enhance our long-term incentive program. The committee has increased the level of performance shares to represent 50% of the annual equity award in 2012. The committee enhanced our program by including a longer performance period and a company performance metric different from its short-term incentive program. Future performance shares are expected to be tied to our cash earnings growth on a per share basis and total shareholder return relative to the S&P 500 measured over a three-year period. Prior to the implementation of performance shares, 26% of the named executive officers aggregate target total compensation was based on cash earnings and relative TSR. With the changes to the 2012 awards approved by the compensation committee, 52% of the named executive officers aggregate target total compensation will be based on cash earnings or relative TSR.

LOGO

 

 

Awarded bonuses to our senior management group based on our achievement of cash earnings at 101% of the target as described on page 46. For 2011, we continued to set a cash earnings goal that would require significant effort on behalf of our management with the 2011 target representing an 11% increase from 2010 actual cash earnings despite the continued challenging environment.

 

 

Approved a base salary increase for Mr. Parisi from $425,000 to $500,000, increased his bonus opportunity to 50% of base earnings at threshold, 100% at target and 200% at maximum in early 2011 to better align his compensation to the median level of our peer group.

 

 

Approved a base salary increase for Mr. Durkin from $575,000 to $600,000 in early 2012, to better align his compensation to the median level of our peer group.

 

 

Approved a 2011 bonus award for Mr. Durkin 5% above the level determined by our cash earnings achievement in recognition of Mr. Durkin’s leadership in the transformation of our Products and Services division to better meet our customer needs worldwide and his role in our continued global expansion.

 

 

Approved an additional equity opportunity for Messrs. Duffy and Gill equal to up to 100% of base salary to be earned based on outstanding achievement of annual cash earnings (above 120% of target) and total shareholder return relative to the S&P 500 (above 75th percentile). In light of this additional opportunity, the maximum cash opportunity under the bonus program for Messrs. Duffy and Gill was reduced from 300% of base earnings to 200% of base earnings.

Key elements of the program are designed to ensure pay for performance

Our overall goals and philosophy are complemented by several specific elements that are designed to align the

 

 

 
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COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)

 

compensation for our senior management group with performance and positioning the company for creating long-term shareholder value including:

 

 

Our annual bonus is tied to our generation of cash earnings. We believe this metric is a key component to measuring our growth and contributes directly to deriving value for our shareholders. We intend to pay regular quarterly dividends to our shareholders, subject to board approval. Under our dividend policy, our annual regular dividend target will be approximately 50% of the prior year’s cash earnings. To the extent we fail to achieve cash earnings at the threshold level, representing 20% below the target, no bonuses would be paid to our senior management group. The bonus opportunities for our named executive officers are set forth on page 46.

 

 

The aggregate amount of our bonus pool is subject to an overall cap when we achieve cash earnings at the maximum level, representing 20% above the established target. We believe this cap provides transparency to our investors as to our compensation exposure as the expected expense is accrued on a quarterly basis based on actual cash earnings performance.

 

 

In addition to verifying the achievement of cash earnings, our compensation committee also evaluates our historical performance based on net income, earnings per share and return on equity.

 

 

In 2011, we added performance-based shares to the mix of our annual equity grant for our senior management using cash earnings and total shareholder return relative to the S&P 500 as the performance metrics. We also incorporated the use of performance shares for key longer-term growth initiatives to focus on the achievement of the financial metrics and/or operational milestones associated with our most critical growth initiatives. The annual equity award opportunities for our named executive officers are set forth on page 48.

 

 

Our senior management group is subject to stock ownership guidelines as discussed on page 49.

 

 

To ensure alignment with our shareholders, we have a policy that prohibits all employees and board members from engaging in any hedging or other derivative transactions with respect to CME Group stock.

 

Overview of pay and performance alignment

One of the guiding principles of our compensation program is to focus on achievement that benefits us and our shareholders. In support of that objective, a significant portion of the pay package for our CEO, Mr. Donohue, and each of the other named executive officers is delivered in the form of stock-based compensation, the value of which rises and falls in alignment with our stock performance.

The following graphic depicts the alignment of Mr. Donohue’s total pay with our total shareholder return and cash earnings achievement for each of the last five years. Total shareholder return (TSR) is shown on a year-over-year, indexed basis. Specifically, an investment of $100 (with reinvestment of all dividends) is assumed to have been made in our Class A common stock on December 31, 2007 and its performance is tracked through December 31, 2011.

CEO pay, as depicted in the following graphic, is the sum of reported pay elements set forth in the Summary Compensation Table for each of the last five years except for the values of stock option, restricted stock, and performance share awards which are included as follows:

 

 

The value of stock option awards is shown as (1) the value realized at exercise for any options exercised during the year as reported in the Option Exercises and Stock Vested table, and (2) the value of outstanding, in-the-money stock options at year end measured as the difference between our stock price at year end minus the option exercise price.

 

 

The value of restricted stock awards is shown as (1) the value realized on vesting for any shares that vested during the year as reported in the Option Exercises and Stock Vested table, and (2) the value of all outstanding restricted shares at year end measured at our stock price at year end.

 

 

The value of performance share awards is shown as the value realized on shares earned following the completion of the performance period and the committee’s certification of performance goals during the year, based on our stock price at year end and achievement of cash earnings.

 

 

 
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COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)

 

 

While the Summary Compensation Table discloses the fair value of stock option, restricted stock and performance share awards on the grant date in the manner required by the SEC (for purposes of allocating the accounting expense over the requisite service period), we feel that those values do not reflect the value actually generated as a result of actual stock and cash earnings performance. We believe the value of stock option, restricted stock and performance share awards as shown in this section better reflects the true alignment of Mr. Donohue’s pay with our stock performance. As the

graphic shows, Mr. Donohue’s total actual pay plus the unrealized value of his outstanding equity awards at year end has been aligned with TSR over the last five years, which accords with the primary objectives of our executive compensation program.

CEO pay has historically shown stronger alignment with stock performance than cash earnings because 80% or more of the CEO’s total pay has been tied to stock price through awards of stock options and restricted stock.

 

 

LOGO

 

 
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COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)

 

 

     2007      2008      2009      2010      2011  
Summary Compensation Table                                             
Salary    $ 850,000       $ 850,000       $ 850,000       $ 1,000,000       $ 1,000,000   
Non-Equity Incentive Plan Compensation    $ 1,275,000       $ 642,600       $ 789,641       $ 2,295,737       $ 1,568,179   
Change in Pension Value    $ 15,044       $ 19,787       $ 30,430       $ 24,106       $ 51,907   
All Other Compensation    $ 153,084       $ 160,374       $ 116,764       $ 140,349       $ 284,230   
Option Exercises and Stock Vested                                             
Option Awards: Value Realized on Exercise    $ 7,902,400       $ 4,427,125       $ 906,330       $ 6,148,392       $ 0   
Stock Awards: Value Realized on Vesting    $ 989,725       $ 776,768       $ 423,678       $ 604,876       $ 979,143   
Total Actual Pay    $ 11,185,253       $ 6,876,654       $ 3,116,843       $ 10,213,460       $ 3,883,459   
Outstanding Equity Awards at Fiscal Year End                                             
Option Awards: Unrealized Gain at 12/31/11    $ 56,112,369       $ 9,091,508       $ 17,735,988       $ 11,269,341       $ 6,287,878   
Stock Awards: Market Value of Shares of Stock That Have Not Vested as of 12/31/11    $ 2,638,356       $ 612,052       $ 2,449,148       $ 3,893,175       $ 3,759,341   
Total Unrealized Value of Outstanding Equity Awards    $ 58,750,725       $ 9,703,560       $ 20,185,137       $ 15,162,516       $ 10,047,219   
Total Actual Pay+Total Unrealized Pay    $ 69,935,978       $ 16,580,214       $ 23,301,980       $ 25,375,976       $ 13,930,678   

 

PHILOSOPHY AND OBJECTIVES OF OUR COMPENSATION PROGRAM

The elements of our executive compensation program are designed to:

 

 

Pay for performance. Focus on company and individual achievement for the benefit of CME Group and its shareholders through the incorporation of a significant portion of annual compensation for our senior management group varying based on company and individual performance.

 

 

Reward growth and profitability without undue risk. Motivate and reward our employees to achieve results in support of our strategic initiatives and to encourage innovation and growth while discouraging excessive risk taking.

 

 

Hire and retain top caliber executives. Our compensation and benefits program should be competitively designed to attract and retain the best talent.

 

 

Align with shareholder value. The interests of our senior management group should be linked to those of our shareholders through the risks and rewards of the ownership of our stock. The overall design of the program, while competitive, should also be at a reasonable cost to our shareholders.

Our program is designed consistent with best practices

The committee designs our compensation program to motivate our senior management group to lead our entire company toward achieving short-term and long-term financial and strategic goals, in addition to increasing shareholder value, all without encouraging excessive risk taking. The committee continually evaluates what it considers to be best

practices in executive compensation, and modifies our program to support our strategies and provide an appropriate balance of risk and reward. The following highlights our current compensation practices that we believe drive performance and focus our senior management group on the creation of long-term value:

 

 

We tie pay to performance. In 2011, 39% of the target total compensation opportunity for our named executive officers was tied to specific cash earnings or relative total shareholder return performance goals. With the changes the committee approved for the 2012 equity program, in 2012, 52% of the target total compensation opportunity for our named executive officers will be tied to our cash earnings or relative total shareholder return performance goals.

 

 

We set objective targets tied to company performance for our cash bonus that must be met at the threshold level in order to fund the bonus pool.

 

 

We mitigate undue risk, including utilizing caps on potential payouts and clawback provisions.

 

 

We have reasonable post-employment change of control provisions that are not in excess of three times annual base pay.

 

 

We have adopted stock ownership guidelines and restrictions on the use of hedging transactions to ensure our interests are linked to our shareholders.

 

 

We provide only modest perquisites.

 

 

Our compensation committee reviews the reasonableness of our compensation by reviewing “tally” sheets and wealth accumulation reports.

 

 

 

 
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COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)

 

USE OF COMPETITIVE DATA AND COMPARISON PRACTICES

Benchmarking practices

We are a complex organization that seeks to attract talent from a broad group of companies primarily located in the financial services industry and from companies within the technology sector. Because no individual company or single group of companies is exactly comparable to CME Group and/or certain positions within CME Group in every respect, when reviewing competitive data, we consider a broad set of data from a number of sources. We believe that reviewing a combination of published survey compensation data in addition to publicly available compensation data (e.g. proxy statements) provides a valid reference point for the range of pay among companies with whom we compete for executive talent. We generally broadly target total compensation opportunities at the median (50th percentile) of the market, in total and for each component of pay for target performance levels. However, we believe that benchmarking alone does not provide a complete basis for establishing compensation. Therefore, we do not use the market statistics rigidly, nor do we apply any specific formula to the data. We also review the range of values around the median, including the 25th and 75th percentiles.

We use the competitive compensation data for several purposes as it relates to the named executive officers and other employees. We use it to assess the competitiveness of total compensation for individual members of senior management and other employees on an annual basis and we use it to develop and evaluate total compensation programs and guidelines for the senior management and other employees on a more ad hoc basis. When making decisions about senior management pay, we analyze compensation relative to the market median levels, and may make adjustments for market conditions and special considerations as appropriate in the context of our pay for performance philosophy. The compensation committee within its discretion may make alterations based on its evaluation of the benchmarking data as it deems appropriate to ensure that our senior management compensation is performance-based and competitive in nature.

CME Group compensation peer group

We have identified the following companies as our peer group for benchmarking our program for our senior management and members of our board of directors.

In selecting the peer group for executive compensation purposes, we targeted the following industries: exchanges, financial services, technology, transaction services and other technology-driven companies. We selected companies within these sectors of similar size as measured by revenue and market capitalization.

 

In 2012, the compensation committee approved the removal of BlackRock, Inc. from the peer group based on a lack of correlation with BlackRock’s business model.

 

 

Automatic Data Processing Inc.

 

eBay Inc.

 

Yahoo Inc.

 

Franklin Resources Inc.

 

Schwab (Charles) Corp.

 

Northern Trust Corp.

 

Western Union Co.

 

NYSE Euronext Inc.

 

MasterCard Inc.

 

 

Fiserv Inc.

 

Invesco Ltd.

 

TD AMERITRADE Holding Corp.

 

Nasdaq OMX Group Inc.

 

Moody’s Corp.

 

T. Rowe Price Group Inc.

 

Paychex Inc.

 

Dun & Bradstreet Corp.

 

IntercontinentalExchange Inc.

 

 

Comparison of CEO pay to other named executive officers

The differences between the allocation of compensation of our CEO and the other named executive officers are primarily the result of the differences in the role and responsibilities of the individual within the organization, the level of competitive demand for the individual’s talent in the industry and the results of our benchmarking studies for similarly situated

positions in the marketplace. We have not adopted a policy whereby the compensation of the CEO or any other named executive officer must be a certain multiple higher or lower than any of the other named executive officers. As previously discussed, we broadly target total compensation levels at the median (50th percentile) of our peer group.

Role of individual performance in the program

While consideration of benchmarking data to ensure that our compensation is competitive is a critical component of compensation decisions, individual performance is factored into setting compensation in the following ways:

 

 

Base salary adjustments are based on an assessment of the individual’s performance in the preceding year, changes in their responsibilities as well as a comparison with market data for comparable positions in our peer group and within the financial services industry.

 

 

Our incentive targets for annual bonus and equity opportunities are based on the individual’s role and responsibilities in the organization in achieving our annual goals as well as the competitive market data for similarly situated positions in the marketplace.

 

 

Individual performance and the achievement of their specific goals is taken into consideration by the compensation committee in determining whether to use its discretion in approving annual bonuses and equity awards at, above or below the target level.

 

 

 
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COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)

 

PRINCIPAL ELEMENTS OF OUR COMPENSATION PROGRAM

The principal components of our executive compensation program and the purpose of each component are presented in the following table.

 

Compensation Component    Key Characteristics    Purpose    Where Reported in More Detail
Base Pay    Fixed compensation component. Reviewed annually, and adjusted, if and when appropriate.    Intended to compensate the executive fairly based upon their job duties and level of responsibility.    Summary Compensation Table on page 52 under “Salary” and described on page 45.
Performance-Based Bonus    Variable compensation component. Opportunity based upon our performance measured by cash earnings. Annual target levels set to encourage significant effort and growth. Individual awards based on bonus opportunities and individual performance.    Intended to motivate and reward the executive’s contribution to achieving our short-term/annual goals.    Summary Compensation Table under “Non-Equity Incentive Compensation,” Grants of Plan-Based Awards on page 54 under “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” and described on page 45.
Long-Term Incentives    Variable compensation component. Amounts actually realized will depend upon stock price appreciation and company performance.    Intended to motivate and reward the executive’s contribution to achieving our long-term objectives and increasing shareholder value and to serve as a retention mechanism.    Summary Compensation Table under “Stock Awards” and “Option Awards,” Grants of Plan-Based Awards under the columns referencing equity awards, Option Exercises and Stock Vested on page 56 and described on page 47.
Health and Welfare Plans and Retirement Plans    Fixed component of pay.    Intended to provide benefits that promote employee health and support employees in attaining financial security.    Summary Compensation Table under “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” and “All Other Compensation,” Pension Benefits on page 56 and Non-Qualified Deferred Compensation on page 57.
Post-Employment Compensation    Fixed compensation component.    Intended to provide a temporary income source following termination (other than for cause) and in the case of a change in control to ensure continuity of management during that event.    Potential Payments to Named Executive Officers on page 61 and described on page 58.

 

 
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We do not maintain formal targets for the allocation of total compensation through each of the foregoing elements. We believe that members of our senior management group, who have more responsibility for the performance of CME Group, should have a greater percentage of their compensation tied to the performance of CME Group. In accordance with this philosophy:

 

 

Base salary should decrease as a percentage of overall compensation as employees gain more responsibility with more direct influence over our performance.

 

 

Employees in positions that most directly influence performance should have a larger degree of their compensation tied to CME Group’s performance through increased percentage of overall compensation through equity awards and a portion of the equity awards tied to corporate performance goals.

 

 

Actual awards of incentive compensation should be closely aligned with the performance of CME Group.

The following are the approximate average percentages that the elements represent out of the total compensation for our named executive officers for 2011 as set forth in the Summary Compensation Table:

 

Base Salary  

Annual

Cash Bonus(1)

  Annual Equity(2)  

Other

Compensation(3)

22%   26%   45%   7%

 

(1) Annual cash bonus is composed of amounts listed in the Summary Compensation Table under “Non-Equity Incentive Plan Compensation.”
(2) Note, that the performance shares granted in 2011 tied to 2012 cash earnings achievement are not included in the information above as they were not included in the Summary Compensation Table.
(3) Other compensation is composed of amounts listed in the Summary Compensation Table under “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” and “All Other Compensation” columns.

Description of each element of compensation

Base pay

We generally target base pay at the 50th percentile of the competitive market relative to each position’s duties and level of responsibility. At the beginning of each year the compensation committee reviews the base salaries of the senior management group taking into consideration their total compensation. In general, the evaluation of base salaries involves a review of a variety of factors:

 

 

The nature and responsibility of the position.

 

 

The impact, contribution, expertise and experience of the individual.

 

Competitive market information regarding salaries to the extent available and relevant.

 

 

The importance of retaining the individual along with the competitiveness of the market for the individual’s talent and services.

 

 

Recommendations of the CEO and the President (except in the case of their own compensation and for the Executive Chairman).

In general the compensation committee considers salary increases for the senior management group on an annual basis early in the year. As previously described, the committee approved a base salary increase for Mr. Parisi for 2011 and Mr. Durkin for 2012. No other named executive officers received a base salary increase during this timeframe.

Bonus

Our annual bonus program is designed to focus the named executive officers and other members of senior management on the accomplishment of specific goals. In support of our philosophy, the performance-based bonus awards only pay out when we achieve cash earnings at or above the threshold level. We use this metric because we believe it provides a transparent view of CME Group’s performance during the year. Cash earnings is also the metric used in our dividend policy. Our current dividend policy provides that our annual regular dividend target will be approximately 50% of the prior year’s cash earnings. The cash earnings target is approved by our board of directors as part of our annual planning process and is also approved by the compensation committee as the performance metric for annual bonus opportunities (adjusted to eliminate the impact of our non-operating items). During the annual planning process, members of our senior management group undergo a detailed process to develop our annual operating budget and our revenue and growth expectations which are used to formulate the projected cash earnings target for the following year. In setting the goals for the upcoming year, it is expected that such goals will be set at levels that require significant achievement on the part of our senior management group taking into consideration CME Group’s current circumstances and the overall state of the industry. Annual bonuses will only be paid to our senior management group to the extent we achieve cash earnings at or above the threshold level, representing 20% below the established target level. The annual bonus pool is subject to a cap when we achieve cash earnings at the maximum level, representing 20% above the established target. The cash earnings target for 2011 represented an 11% increase from 2010 actual cash earnings performance.

 

 

 
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COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)

 

Cash Earnings Calculation for Annual Bonus

Net Income

+ Depreciation

+ Stock Based Compensation*

+ Amortization on Purchased Intangibles*

- Capital Expenditures

= Cash Earnings

+/- Net Interest Income/Expense*

= Bonus Incentive Plans Cash Earnings Target as approved by compensation committee

 

*Adjusted on an after tax basis

The following shows our cash earnings goals and actual achievement for 2011 for purposes of our annual bonus program:

 

Threshold   Target   Maximum   Actual
$1.0 billion   $1.3 billion   $1.5 billion   $1.3 billion

The compensation committee has discretion to make adjustments to the cash earnings target to reflect positive or negative effects of external events outside the control of our senior management group, such as unforeseen litigation or changes in accounting or taxation standards. Such adjustments may also reflect positive or negative effects of unusual or significant strategic events that are within the

control of our senior management that were not contemplated

at the time the metric was established and that were undertaken with an expectation of improving our long-term financial performance, such as acquisitions or strategic relationships. In 2011, the committee approved adjustments relating to impacts on our tax rate. These adjustments included both positive and negative impacts to our cash earnings consistent with prior practice.

2011 bonus awards

Annual bonus opportunities are based upon CME Group’s achievement of cash earnings and awarded in consideration of the individual’s performance during the year. The committee found that the named executive officers were instrumental in the achievement of CME Group’s performance in 2011 and that their individual efforts contributed strongly to our results for the year. The committee approved the bonuses for the named executive officers for 2011 based on our achievement of cash earnings and in recognition of the previously discussed accomplishments set forth on page 39.

The table below shows the payout opportunities and actual bonus payments for 2011 as well as a comparison to actual 2010 and 2011 cash bonuses for the named executive officers.

 

 

Named Executive Officer   

Annual
Incentive Plan
Target as %  of

Base Earnings

    Annual
Incentive Plan
Target
     Annual
Incentive Plan
Maximum as
% of Base
Earnings
    Annual
Incentive Plan
Maximum
    

2011 Annual
Bonus

as % of Base
Earnings

   

2010 Annual

Bonus

    

2011 Annual

Bonus

     Percentage
Change
 
Craig S. Donohue      150   $ 1,500,000         300   $ 3,000,000         156.82   $ 2,295,737       $ 1,568,179         (46 )% 
James E. Parisi      100     497,116         200     994,231         104.55     628,555         519,711         (21
Terrence A. Duffy      100     1,000,000         200     2,000,000         104.55     1,985,892         1,045,453         (90
Phupinder S. Gill      100     800,000         200     1,600,000         104.55     1,647,188         836,362         (97
Bryan T. Durkin      100     575,000         200     1,150,000         109.30     1,431,010         628,475         (128

 

Our actual annual cash earnings results were achieved slightly above the target level for 2011. As such, bonuses for the named executive officers were approved by the committee between their individual target and maximum opportunities.

The bonuses for Messrs. Donohue, Parisi, Duffy and Gill were delivered at the level determined by cash earnings performance, without any additional discretion applied by the committee.

Messrs. Donohue and Gill recommended the use of positive discretion to increase Mr. Durkin’s bonus 5% from the funding level. The recommendation was made in recognition of Mr. Durkin’s leadership in the transformation of our Products and Services division to better meet our customer

needs worldwide and his role in our continued global expansion evidenced by our growth in non-US trading revenues and volumes outside of US trading hours. The committee approved Mr. Durkin’s bonus as recommended.

Other members of our senior management group have target bonus opportunities ranging from 75% to 100% of their base earnings.

For 2009 and 2010, bonuses awarded in excess of two times the target opportunity were paid in the form of restricted stock with a two-year cliff vesting schedule. In March 2011, Messrs. Duffy, Gill and Durkin received a portion of their 2010 bonuses in time-vested restricted stock, which is included in the above table.

 

 

 
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COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)

 

Equity

Long-term grants of equity are important to reflect an alignment with shareholder value creation and a competitive mix of long- and short-term incentives. Our equity program is designed to reward and encourage the success and contributions of our employees, including our named executive officers, which leads to value creation for CME Group and our shareholders.

Equity awards to our employees have historically been granted under our Omnibus Stock Plan. In connection with our merger with CBOT Holdings, we assumed its 2005 Long-Term Equity Incentive Plan and, in connection with our merger with NYMEX Holdings, we assumed its 2006 Omnibus Long-Term Incentive Plan. In connection with the receipt of shareholder approval to increase the authorized shares under our Omnibus Stock Plan and our Director Stock Plan in 2009, we undertook to discontinue future awards under the CBOT equity plan and the NYMEX equity plan. As a result 1,022,298 shares under these plans remain frozen and unavailable for future grants.

Historically, we have used stock options and time-vested restricted stock as the primary long-term incentive vehicles. In 2011, to enhance our compensation program, we introduced performance shares to our annual equity grant program for our senior management group. This mix of equity vehicles enables us to focus employees on stock price appreciation, provides for employee retention, and directly aligns employee interests with shareholder value creation.

For 2011, the annual performance share award criteria was divided with 50% based on annual cash earnings results and 50% based on annual relative TSR relative to the S&P 500. Following the performance period, the award will be satisfied with time-vested restricted stock which will vest 25% after the completion of the performance period, and 25% each year thereafter, based upon achievement of the following performance metrics:

 

Cash Earnings Performance % of Target Award Earned
Below Threshold  

Threshold

(80% of goal)

 

Target

(100% of goal)

 

Maximum

(120% of goal)

0   50%   100%   200%

 

Relative TSR Performance % of Target Award Earned
Below 25%
Percentile
 

At or Above

25% Percentile

  At or Above 50%
Percentile
 

At or Above

75% Percentile

0   50%   100%   200%

In addition, certain members of our senior management group are eligible to receive performance share awards based upon their contributions to select key corporate initiatives. Participation in such awards is at the recommendation of the

CEO and President, subject to approval by the compensation committee. Under this program, awards are earned based on performance against initiative-specific milestones or metrics. In 2011, we granted such initiative based performance shares to members of our senior management group other than our named executive officers relating to our CME Clearing Europe business, our co-location business and our proposed joint venture with McGraw-Hill relating to our index services business.

In 2011, the committee also approved an additional equity opportunity to incent and reward outstanding performance on the part of our Executive Chairman and President. Under this program, these individuals are eligible to receive an additional grant of time-vested restricted stock with a value of up to 100% of their base salary based upon the achievement of outstanding performance as measured based on cash earnings and TSR:

 

Cash Earnings
Performance
   For each 0.1%
Above 120%
of goal
    

At or Above

130% of
goal

 
Value of Performance Award as % of base salary      0.5%         50%   

 

Relative TSR
Performance
   For each 0.1%
Above 75%
Percentile
    

At or Above

85%
Percentile

 
Value of Performance Award as % of base salary      0.5%         50%   

Equity grant practices

The following is a summary of our equity grant practices and the role of the committee in approving awards:

 

 

Options have a 10-year maximum term.

 

 

We use the closing price on the date of grant as the exercise price for option awards.

 

 

Our Omnibus Stock Plan and our Director Stock Plan prohibit the granting of options or stock appreciation rights below the market value on the date of grant, the repricing of existing awards, and payment of dividends on performance based shares prior to the achievement of performance goals. Beginning with the 2010 annual equity grant, dividends relating to outstanding shares of unvested time-based restricted stock are accrued and paid out at vesting.

 

 

Our annual equity awards are granted on September 15th or in the event the 15th is not a business day, the closest business day thereto.

 

 

At a meeting prior to the annual grant date, the committee approves the awards for the senior management group

 

 

 
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based upon the target equity opportunities and recommendations from the CEO and President using a pre-set calculation of a percentage of base salary and a recent closing price. Actual awards are granted based on the previously approved calculation and the closing price on the actual grant date. The committee receives a report of the actual awards at a subsequent meeting.

 

 

The committee has delegated authority to the CEO to approve annual, sign-on, retention and initiative-based equity awards to employees below our senior management group other than our chief accounting officer within parameters set by the committee. The CEO provides the committee with an annual report on awards granted under such delegated authority.

Senior management group equity opportunities

In 2011, the annual grant for our senior management group was comprised of 25% stock options; 25% performance shares and 50% time-vested restricted stock. The equity targets for our named executive officers were established

based upon a review of the nature of the responsibility of the position of the executive within CME Group, the competitive market data derived through our benchmarking practices and the ability of the employee to impact the overall growth and performance of CME Group based upon his or her role within the company. As discussed in more detail on page 43, we generally target total compensation in the 50th percentile of our peer group. Through our benchmarking process, we compare equity compensation on a standalone basis as well as part of an executive’s overall total compensation.

The committee has the discretion to adjust the annual equity awards for the CEO, Executive Chairman and President in a range of 15% above or below the target opportunity listed in the following table to distinguish for individual performance. The committee has the discretion to adjust equity awards for the other members of our senior management group from 0.5 to 1.5 times the target opportunities listed in the following table to distinguish for individual performance. For 2011, all annual equity awards for the named executive officers were made at the target levels.

 

 

2011 Named Executive Officer Equity Awards  
Name    Annual Equity
Award
Target
as % of
Base Pay
    Annual Equity
Award Target
     Annual Equity
Award
Maximum as %
of Base Pay
   
Annual Equity
Award
Maximum
     Actual
Annual
Equity Award
as %  of
Target
    Actual
Annual
Equity
Award
(1)(2)
 
Craig S. Donohue      350   $ 3,500,000         402.5   $ 4,025,000         100   $ 3,500,239   
James E. Parisi      175     875,000         262.5     1,312,500         100     847,657   
Terrence A. Duffy      175     1,750,000         201.25     2,012,500         100     1,750,325   
Phupinder S. Gill      175     1,400,000         201.25     1,610,000         100     1,399,894   
Bryan T. Durkin      175     1,006,250         262.5     1,509,375         100     1,006,471   

 

(1) Actual value of equity awards in 2011 was calculated using the closing price on the date of the grant on September 15, 2011 of $271.86. Small differences in actual values from target values are due to rounding to the nearest four shares for vesting purposes. The valuation methods used for award determination reflected above differ from those used in the Summary Compensation Table. Additionally, the performance share portion of the equity award tied to the annual cash earnings goal is not included in the Summary Compensation Table as the specific cash earnings goal was not approved by the compensation committee until 2012.
(2) Amounts do not include the shares of restricted stock that were awarded to Messrs. Duffy, Gill and Durkin as a portion of their 2010 bonuses which were granted in March 2011.

 

Health and Welfare Plans and Retirement Plans

All eligible employees, including the named executive officers, participate in our benefit programs. We provide health and wellness benefits, including medical and dental coverage, disability insurance benefits based on two-thirds of base pay and life insurance benefits based on three times base pay. In addition, employees are eligible to participate in our qualified retirement plans, which consist of our 401(k) savings plan and our cash balance pension plan.

In addition to the qualified retirement plans, employees whose pay exceeds the compensation limits for qualified benefit plans set by the Internal Revenue Service participate in a non-qualified deferred compensation plan which provides for

“make-whole” contributions. For more information on our deferred compensation plans, see Non-Qualified Deferred Compensation Plans beginning on page 57.

Qualified and non-qualified retirement benefits provided to the named executive officers are set forth in the following tables: Pension Benefits and the Non-Qualified Deferred Compensation Plans on pages 56 and 57, respectively.

PERQUISITES AND OTHER PERSONAL BENEFITS

We provide limited perquisites and other personal benefits to our senior management that we believe are moderate and consistent with our overall compensation program. We provide monthly parking benefits to a subset of our senior

 

 

 
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management group, including Messrs. Duffy, Donohue and Gill. Additionally, all of our senior level employees are entitled to an annual physical examination. The aggregate value of all perquisites received by each named executive officer in 2011 did not exceed $10,000. To the extent that perquisites result in imputed income to the individual, we do not provide gross-up payments to cover the personal income tax due on such imputed income.

POST-EMPLOYMENT COMPENSATION

Our employment contracts contain reasonable provisions and ensure continuity of leadership

Our philosophy is to enter into employment contracts and retention agreements on a very selective basis in light of the particular facts and circumstances involved in the individual employment relationship, such as whether the employment arrangement would be necessary to recruit and/or retain necessary talent with compensation terms that we believe are in accordance with our overall compensation program. Our employment agreements typically are for a period of three to five years, include non-compete and non-solicitation provisions, do not provide for cash severance payments in excess of three times annual base salary, do not provide for gross-up payments (except in connection with certain self-insured supplemental life insurance payments that would be paid to Mr. Duffy’s beneficiaries under his agreement) and include a requirement that the executive execute a release agreement before becoming entitled to receive severance payments. All contractual compensation terms within the employment agreements for our senior management group are reviewed and approved by the compensation committee. We believe that our existing employment contracts contain compensation terms in line with our overall compensation program and philosophy. A description of the employment agreements we have with Messrs. Donohue, Duffy and Gill is set forth below in the section entitled Potential Payments Upon Termination or Change-in-Control—Employment Agreements and other Compensation Arrangements with Named Executive Officers beginning on page 58.

We have reasonable change-in-control and other termination provisions

Change-in-control provisions assist us with retention during rumored and actual change of control activity when management continuity is key to preserving the value of the business. We also provide other severance benefits in connection with terminations other than for misconduct. We believe these benefits allow us to facilitate changes in key employees, as needed, and to ensure minimal disruption to the business in exchange for non-competition and non-solicitation benefits for CME Group along with a general release.

A description of our severance policies and practices and the estimated amounts that would be payable to our named executive officers under certain circumstances are set forth under the section entitled Potential Payments Upon Termination or Change-in-Control beginning on page 58.

OTHER COMPENSATION POLICIES

We have established stock ownership guidelines to ensure alignment of interests with our shareholders

The committee has established the following stock ownership guidelines for the members of our senior management group:

 

 

The CEO: a multiple of five times base pay.

 

 

The executive chairman and the president: a multiple of four times their respective base pay.

 

 

Other members of the management team: a multiple of three times their respective base pay.

Each individual has five years from the date of hire or promotion to achieve their ownership guideline.

The compensation committee monitors compliance with these stock ownership guidelines on an annual basis. Generally shares that are deemed “owned” for purposes of Section 16 of the SEC regulations (excluding unvested shares granted as restricted stock) are counted towards satisfaction of these guidelines. Shares are valued based upon the greater of (i) the fair market value at the time of the assessment and (ii) the actual value at the time of acquisition or, in the case of restricted stock, at the time of vesting.

We prohibit derivative transactions and hedging of ownership risk of our securities

To ensure alignment of interests between our employees and board members and our shareholders and to further ensure that such individuals share in the risks and rewards of the ownership of our stock, we prohibit our employees and members of the board from engaging in any derivative or hedging transactions relative to their ownership of our stock.

Our compensation committee and board annually review the total compensation of our senior management

To ensure that the committee members are informed of the potential compensation levels of our senior management group, the committee reviews on an annual basis all components of their compensation package and total compensation. This review includes annual base pay, annual cash bonus, value of annual equity awards, in-the-money value of all historic equity grants including monetized gains, the value of retirement contributions under our qualified and

 

 

 
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non-qualified plans, and potential change-in-control payments. The committee provides an annual report on the results of this review to the board during an executive session. No changes to our program were made as a result of the most recent annual review. For more information on the operation of our compensation committee see page 36.

We have implemented a recoupment policy

In furtherance of our philosophy to ensure that the interests of our senior management are aligned with our shareholders, effective as of February 2010, the compensation committee recommended and the board approved a recoupment policy. This policy provides the board with the discretion to recoup annual bonus payments to our employees at the level of managing director and above in the event of a financial restatement, the effect of which is that such incentive payments were not otherwise earned by an individual under our bonus programs based upon the restated calculation of our cash earnings or any other performance metric in effect at the time. We plan to continue to monitor the requirements to amend our recoupment policy for compliance with the provisions of the Dodd-Frank Act once implemented by regulation.

TAX AND ACCOUNTING IMPLICATIONS

The committee recognizes that tax and regulatory factors may influence the structure of executive compensation programs, including:

Limit on Tax-Deductible Compensation. Section 162(m) of the Internal Revenue Service Code imposes a $1 million limit on the deduction that we may claim in any tax year with respect to compensation paid to any of the named executive officers, but excluding the principal financial officer. However, the code allows for certain types of performance-based exemptions to this $1 million limit, provided that the compensation plan meets certain requirements. Compensation payable solely on attainment of one or more

performance goals is not subject to the deduction limit if: (i) the performance goals are objective, pre-established and determined by a committee composed solely of two or more outside directors; (ii) the material terms of the performance goals under which the compensation is to be paid are disclosed to the shareholders and approved by a majority vote; and (iii) the committee certifies that the performance goals and other material terms were in fact satisfied before the compensation is paid.

Our shareholder approved bonus plan is designed to comply with the requirements of Section 162(m). However, the committee believes that shareholder interests are best served if the committee’s discretion and flexibility in awarding compensation is not restricted, even though some compensation awards may result in non-deductible compensation expenses. Therefore, the committee reserves the right to authorize payments or take other actions that can result in the payment of compensation that is not deductible for income tax purposes.

Accounting for Stock-Based Compensation. We account for stock-based compensation, including all awards pursuant to our equity program, under the fair value method. We also estimate expected forfeitures of stock grants. The tax deduction is taken at the time the stock option is exercised or the restricted stock vests, as applicable.

SUBSEQUENT DEVELOPMENTS

On March 12, 2012, we announced that Craig Donohue will be stepping down from his position as Chief Executive Officer when his contract expires in December 2012. No changes to Mr. Donohue’s compensation or benefits have been made in connection with this announcement and Mr. Donohue’s outstanding awards will be treated in accordance with their existing terms upon his separation. No changes have been made at this point to the compensation of the other named executive officers in connection with the announced implementation of the management succession plans.

 

 

 
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COMPENSATION COMMITTEE REPORT

 

The compensation committee reviewed and discussed the Compensation Discussion and Analysis with our management. After such discussions, the committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our annual report on Form 10-K.

The Compensation Committee—2011

Alex J. Pollock, Chairman

Timothy S. Bitsberger

Mark E. Cermak

James A. Donaldson

Martin J. Gepsman

Larry G. Gerdes

Daniel R. Glickman

William R. Shepard

 

 

 

 
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EXECUTIVE COMPENSATION

 

SUMMARY COMPENSATION TABLE

The following table provides information regarding the compensation earned during the year ended December 31, 2011 by our named executive officers. In 2011, “salary” accounted for approximately 22% of the total compensation of the named executive officers as a whole and “non-equity incentive compensation” accounted for approximately 26% of such total compensation.

 

LOGO

 

(1) The amounts reflected in the “Stock Awards and Option Awards” columns reflect the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board ASC Topic 718 without giving effect to estimated forfeitures. The Black-Scholes fair value of the 2011 option grant was calculated using the following assumptions: dividend yield of 2.1%; expected volatility of 42%; risk-free interest rate of 1.3% and expected life ranging from 5.6 to 6.2 years. The fair value of the 2011 restricted stock grants was calculated using the closing price on March 15, 2011 of $285.90 and September 15, 2011 of $271.86. Our outstanding restricted stock granted prior to September 15, 2010, which is subject to time vesting, is eligible to receive dividends in accordance with the terms of the plans. In 2011, the amount of dividends on restricted stock paid to the named executive officers was as follows: Mr. Donohue, $34,298; Mr. Parisi $6,834; Mr. Duffy, $20,769; Mr. Gill, $13,673 and Mr. Durkin $8,807. Effective with our September 15, 2010 annual grant of restricted stock, dividends are accrued for such equity awards and are only paid upon the vesting of the shares. The 2011 performance award grant fair value was calculated using a price of $258.65 derived from a Monte-Carlo simulation.

 

(2) The amounts included in the “Non-Equity Incentive Plan Compensation” column reflect awards to the named executive officers under our bonus plans, which are discussed on page 45 under the “Bonus” heading. Messrs. Duffy, Gill and Durkin each received a portion of the 2010 bonus in the form of restricted stock on March 15, 2011 which vests in full after two years. Mr. Duffy received $78,337 of his bonus in restricted stock, Mr. Gill received $64,899 in restricted stock, and Mr. Durkin received $303,912 in restricted stock. Because of the timing of these awards, they are included in the Summary Compensation Table for this year.

 

(3) The amounts reflected in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column reflect only the change in the pension value during the particular year. Under our non-qualified deferred compensation plans, participants may invest in one or more market investments that are available from time to time. This is the only return that they receive and, therefore, no above-market earnings are reflected in this table. For more information on our deferred compensation plans, see the section below entitled Non-Qualified Deferred Compensation Plans on page 57.

 

 
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2010 SUMMARY COMPENSATION TABLE (continued)

 

 

EXECUTIVE COMPENSATION (CONTINUED)

 

LOGO

 

 

(4) Amounts included in the “All Other Compensation” column for 2011 are as follows:

 

     401(k) Company
Contribution
     Supplemental
Plan
(6)
     Other (7)      Total  
Craig S. Donohue    $ 7,350       $ 266,709       $ 10,171       $ 284,230   
James E. Parisi      7,350         69,499         1,350         78,199   
Terrence A. Duffy      7,350         241,921         1,125         250,396   
Phupinder S. Gill      7,350         192,825         1,800         201,975   
Bryan T. Durkin      7,350         150,781         1,625         159,756   

 

(5) Mr. Duffy received an increase in his annual base salary from $950,000 to $1,000,000 effective in November 2010, as a result of the execution of his employment agreement. The amount set forth in the “Salary” column for 2010 reflects the actual salary earned during 2010. As discussed under the section entitled Potential Payments upon Termination or Change-in-Control—Employment Agreements and other Compensation Arrangements with Named Executive Officers on page 58, we have agreed to self-insure supplemental life and long-term disability coverage for Mr. Duffy and to gross up his beneficiaries for any additional taxes incurred as a result of the supplemental life coverage. Because no actual payments were made or liabilities incurred as a result of this coverage, no amounts have been included in Mr. Duffy’s compensation in respect of such coverage.

 

(6) The items included under the “Supplemental Plan” column are 401(k) make-whole and pension make-whole contributions. Make-whole contributions are company contributions for individuals whose compensation has exceeded the statutory compensation limit identified in Section 401(a)(17) of the internal revenue code and thus must be excluded from consideration in qualified retirement plans.

 

(7) The items included in the “Other” column are life insurance premiums paid by us for the benefit of the named executive officer and gross ups related to incremental tax obligations incurred by Messrs. Donohue and Durkin for time spent working in New York state. These payments are generally made available to our eligible employee population. None of the aggregate annual perquisites received by the named executive officers during the periods presented exceeded $10,000. Therefore, no amounts are included for perquisites in the “Other” column.

 

 
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EXECUTIVE COMPENSATION (CONTINUED)

 

GRANTS OF PLAN-BASED AWARDS

The following table shows the possible payouts to our named executive officers in 2011 under our Annual Incentive Plan for Named Executive Officers (Messrs. Donohue, Duffy, Gill and Durkin) and our Annual Incentive Plan (Mr. Parisi) and the equity awards granted under our Omnibus Stock Plan in 2011. For additional information on our equity and bonus programs, see the section of this proxy statement entitled Compensation Discussion and Analysis.

 

Name   Grant
Date
  Approval
Date
 

Estimated Possible Payouts Under

Non-Equity Incentive Plan Awards(1)

       

Estimated Future Payouts

Equity Incentive Plan Awards(2)

   

All Other

Stock
Awards:

Number of

Shares of

Stock

   

All Other

Option

Awards:

Number of

Securities

Underlying

Options

   

Exercise

or Base

Price of

Option

Awards(3)

   

Grant Date

Fair Value of

Stock and

Option

Awards

 
      Threshold     Target     Maximum         Threshold
(#)
    Target
(#)
    Maximum
(#)
         
Craig S. Donohue   n/a   n/a   $ 750,000      $ 1,500,000      $ 3,000,000                   
    9/15/11   9/14/11                                 866        1,732        3,464        8,660        8,540      $ 271.86      $ 3,095,758   
James E. Parisi   n/a   n/a     248,558        497,116        994,231                   
    9/15/11   9/14/11                                 216        432        864        2,164        2,136      $ 271.86        781,203   
Terrence A. Duffy   n/a   n/a     500,000        1,000,000        2,000,000                   
  9/15/11   9/14/11             433        866        1,732        4,330        4,272      $ 271.86        1,550,920   
    3/15/11   2/7/2011                                                         274                        78,337   
Phupinder S. Gill   n/a   n/a     400,000        800,000        1,600,000                   
  9/15/11   9/14/11             346        692        1,384        3,464        3,416      $ 271.86        1,243,916   
    3/15/11   2/7/2011                                                         227                        64,899   
Bryan T. Durkin   n/a   n/a     287,500        575,000        1,150,000                   
  9/15/11   9/14/11             249        498        996        2,490        2,456      $ 271.86        898,712   
    3/15/11   2/7/2011                                                         1,063                        303,912   

 

(1) The amounts shown in the “Threshold,” “Target” and “Maximum” columns reflect the bonus opportunity for our named executive officers based upon their annual bonus target and are dependent upon the level of cash earnings achieved. The following are the bonus opportunities for our named executive officers for 2012, which are based upon the individual’s base salary in effect for 2012:

 

     Threshold      Target      Maximum  
Craig S. Donohue    $ 750,000       $ 1,500,000       $ 3,000,000   
James E. Parisi      250,000         500,000         1,000,000   
Terrence A. Duffy      500,000         1,000,000         2,000,000   
Phupinder S. Gill      400,000         800,000         1,600,000   
Bryan T. Durkin      300,000         600,000         1,200,000   

 

(2) The amounts in the “Threshold,” “Target” and “Maximum” columns reflect the annual equity award opportunities for performance share grants based on total shareholder return relative to the S&P 500 during 2012. The awards tied to the 2012 annual cash earnings goal are not included as the specific cash earnings goal was not approved by the compensation committee until 2012.
(3)

Under our equity program, eligible employees, including members of our senior management group, receive annual equity grants. On September 14, 2011, our compensation committee met and approved our annual 2011 equity grants for our executive officers based on our pre-established formulas under our equity program. Grants were made on September 15th. Grants of restricted shares in March 2011 relating to 2010 bonus payments were approved at the time the annual bonus was approved and are included in the table.

 

 
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EXECUTIVE COMPENSATION (CONTINUED)

 

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table summarizes the number of securities underlying outstanding plan awards for each named executive officer as of December 31, 2011.

 

    Option Awards(1)     Stock Awards(1)  
Name   Number of
Securities
Underlying
Unexercised
Options
Exercisable
    Number of
Securities
Underlying
Unexercised
Options
Unexercisable
    Option
Exercise Price
    Option
Expiration
Date
    Number of
Shares of Stock
That Have Not
Vested
    Market Value of
Shares of
Stock That
Have Not
Vested
(2)
    Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other Rights
That have
Not Vested
    Equity Incentive
Plan Awards:
Market or  Payout
Value of Unearned
Shares, Units or
Other Rights That Have
Not Vested
(2)
 
Craig S. Donohue            8,540      $ 271.86        9/15/2021        6,928      $ 1,688,146        866      $ 211,018   
    3,891        11,673        271.49        9/15/2020        5,202        1,267,571       
    5,688        5,688        284.34        9/15/2019        2,814        685,687       
    6,441        4,294        419.41        6/16/2018        398        96,981       
    4,380        1,095        552.70        6/15/2017        86        20,956       
    11,025               440.65        6/15/2016           
    8,200               251.95        6/15/2015           
    17,300               127.00        6/14/2014           
    1,300               72.36        1/1/2014           
      22,400               63.01        6/6/2013                                   
James E. Parisi            2,136      $ 271.86        9/15/2021        1,732        422,036        216        52,633   
    827        2,481        271.49        9/15/2020        1,104        269,012       
    980        980        284.34        9/15/2019        484        117,936       
    1,044        696        419.41        6/16/2018        122        29,728       
    1,184        296        552.70        6/15/2017        44        10,721       
    1,495               440.65        6/15/2016           
    2,300               251.95        6/15/2015           
    900               223.99        12/15/2014           
    3,000               127.00        6/14/2014           
    200               95.12        3/15/2014           
      800               63.01        6/6/2013                                   
Terrence A. Duffy            4,272        271.86        9/15/2021        3,464        844,073        433        105,509   
                      274        66,766       
    1,848        5,544        271.49        9/15/2020        2,472        602,352       
    1,589        3,178        284.34        9/15/2019        1,572        383,049       
    3,705        2,470        419.41        6/16/2018        432        105,265       
    4,408        1,102        552.70        6/15/2017        164        39,962       
      3,475               529.50        12/15/2016                                   
Phupinder S. Gill            3,416        271.86        9/15/2021        2,772        675,453        346        84,310   
                      227        55,313       
    1,556        4,668        271.49        9/15/2020        2,082        507,321       
    2,008        2,008        284.34        9/15/2019        994        242,208       
    2,340        1,560        419.41        6/16/2018        274        66,766       
    1,592        398        552.70        6/15/2017        59        14,377       
    4,005               440.65        6/15/2016           
    7,000               251.95        6/15/2015           
    14,800               127.00        6/14/2014           
    3,800               72.36        1/1/2014           
      4,900               63.01        6/6/2013                                   
Bryan T. Durkin            2,456        271.86        9/15/2021        1,992        485,390        249        60,674   
                      1,063        259,021       
    1,119        3,357        271.49        9/15/2020        1,497        364,774       
    1,196        1,196        284.34        9/15/2019        592        144,253       
    1,392        928        419.41        6/16/2018        162        39,475       
    1,472        368        552.70        9/14/2017        57        13,889       
    2,250               250.03        1/3/2016           
      5,125               144.00        10/18/2015                                   

 

(1) Subject to acceleration or termination in certain circumstances, stock option and restricted stock awards granted between 2009 and 2011 vest over a four-year period, with 25% vesting one year after the grant date with an additional 25% vesting on each anniversary date thereafter. Performance shares granted in 2011 are earned based on the achievement of 2012 TSR relative to S&P 500, and vest 25% in March 2013 and 25% on each anniversary thereafter. Payout value assumes achievement of threshold performance level. Equity awards granted between 2003 through 2008 vest over a five-year period, with 20% vesting one year after the grant date and an additional 20% vesting on each anniversary date thereafter. The grant date for all option awards is the date that is ten years prior to the expiration date.
(2) Market value was determined using the closing price on December 30, 2011 of $243.67.

 

 
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EXECUTIVE COMPENSATION (CONTINUED)

 

OPTION EXERCISES AND STOCK VESTED

The following table summarizes stock option exercises by our named executive officers and the vesting of their restricted stock in 2011.

 

    Option Awards     Stock Awards  
Name  

Number of

Shares

Acquired

on
Exercise

   

Value
Realized

on
Exercise

   

Number of

Shares

Acquired
on

Vesting

   

Value
Realized

on

Vesting

 
Craig S. Donohue          $        3,600      $ 979,143   
James E. Parisi                   759        206,473   
Terrence A. Duffy     1,589        42,808        2,082        563,565   
Phupinder S. Gill                   1,506        409,729   
Bryan T. Durkin                   933        253,744   

PENSION BENEFITS

We maintain a non-contributory defined benefit cash balance pension plan for eligible employees. To be eligible, an employee must have completed a continuous 12-month period of employment with us and have reached the age of 21. Our funding goal is to have the pension plan 100% funded on a projected benefit obligation basis, while also satisfying any minimum required contributions and maximizing tax deductible contribution requirements. Participants are fully vested in their accounts after three years of service. Once an employee becomes a participant in the pension plan, their notional pension account is credited with an amount equal to an age-based percentage of that individual’s earnings plus the greater of 4% interest or the December yield on one-year constant maturity yield for U.S. Treasury notes. During 2011, the pension plan interest rate was 4%. The pension account is portable and vested balances may be paid out when participants end their employment with us. Alternatively, upon retirement, a participant may elect to receive the balance in the account in the form of one of various monthly annuities. Effective as of December 2008, the CBOT legacy pension plan was merged into our plan and, effective as of January 2009, NYMEX employees were eligible to participate in our pension plan.

The following is the schedule of employer contributions based on age and percentage of pensionable pay (including base pay, regular annual bonuses and merit lump sum payments) under our pension plan. Pensionable pay is limited by the internal review service code, which was $245,000 in 2011:

 

Age    Employer Contribution
Percentage
 
Under 30      3
30–34      4   
35–39      5   
40–44      6   
45–49      7   
50–54      8   
55 or greater      9   

The table below sets forth the estimated payments under our pension plan for our named executive officers upon retirement based upon the present value of the benefits expected to be paid in the future.

 

Name    Number of
Years Credited
Service
    Present Value of
Accumulated
Benefit
(1)
 
Craig S. Donohue      21      $ 259,036   
James E. Parisi      22        200,151   
Terrence A. Duffy      4        75,448   
Phupinder S. Gill      22        270,017   
Bryan T. Durkin      29 (2)      414,664   

 

(1) In calculating the present value of the accumulated benefit, the following assumptions were used: assumed retirement age of 65; discount rate of 5% as of December 31, 2011; and projected future investment crediting rate assumption of 4% as of December 31, 2011. The retirement age is the earliest unreduced retirement age as defined in our pension plan. Under the terms of our pension plan, years of service for purposes of the plan are credited beginning on the first day of the calendar quarter on or after attaining one year of service with CME Group. Therefore, years of credited service under the plan are less than an employee’s actual period of service with CME Group.

 

(2) Includes Mr. Durkin’s prior service with CBOT and benefits previously accrued under the legacy CBOT pension plan.
 

 

 
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EXECUTIVE COMPENSATION (CONTINUED)

 

 

NON-QUALIFIED DEFERRED COMPENSATION PLANS

All of our senior level employees, including our named executive officers, are eligible to defer up to 55% of their annual base salary and up to 100% of their bonus into our Senior Management Supplemental Deferred Savings Plan. The contributions made by our named executive officers under this plan in 2011 are shown in the table below under “Executive Contributions.” Deferrals may be invested in one or more market-based investments offered by the plan from time to time at the choice of the individual. The return on their investment choice is the only return they will receive on the contributions under the plan. We do not provide any guaranteed rate of return. There is no limitation on their ability to change investments. Distributions will be on a fixed date, at termination or six months after termination depending upon the time of the distribution election and the requirements of applicable law. The deferred savings plan also includes

401(k) make-whole and pension make-whole contributions. Make-whole contributions are company contributions for individuals whose compensation has exceeded the statutory compensation limit identified in the internal revenue code and thus must be excluded from consideration in qualified retirement plans. These amounts are included in the table below under “Registrant Contributions.” In addition to the Senior Management Supplemental Deferred Savings Plan, some executive officers below may have a balance in the Supplemental Executive Retirement Plan, which is a legacy CME Group nonqualified plan that was frozen on January 1, 2006. Though no further contributions were made to this plan since that time, there are still returns on investments within this plan that are included in the table below. The aggregate balance at year-end in the table below includes any balance the executive officer may have in this plan as well as the Senior Management Supplemental Deferred Savings Plan.

 

 

    

Executive

Contributions In

Last Fiscal Year(1)

    

Registrant

Contributions In

Last Fiscal Year(2)

    

Aggregate

Earnings In

Last Fiscal Year(3)

    

Aggregate

Withdrawals/

Distributions

     Aggregate Balance
at 12/31/11
 
Craig S. Donohue    $       $ 266,709       $ (78,073    $          —       $ 1,920,449   
James E. Parisi      125,711         69,499         8,074                 1,389,454   
Terrence A. Duffy              241,921         8,526                 792,909   
Phupinder S. Gill              192,825         (126,194              3,378,982   
Bryan T. Durkin              150,781         (11,566              320,989   

 

(1) All amounts included under “Executive Contributions” are also included in the “Salary” or “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table on page 52.

 

(2) The amounts included under the “Registrant Contributions” column consist of: 401(k) make-whole and pension make-whole contributions and are included in the “All Other Compensation” column of the Summary Compensation Table.

 

(3) “Aggregate Earnings in the Last Fiscal Year” are based on the investment selection of the individuals from one or more market-based investments that the plan offers from time to time and are the only return on contributions made by the named executive officer and CME Group. “Aggregate Earnings in Last Fiscal Year” represent amounts earned on contributions made in 2011