CME Group (CME) Proxy Filing summary

Executive summary

• Proposal to amend the Certificate of Incorporation to eliminate all or some director election rights of Class B shareholders, with consideration paid per share if approved.

• Board cites declining voter participation and inability to achieve quorum as key reasons for the change.

• Consideration for elimination of rights totals approximately $10 million, allocated by class: $6,200 per B-1 share, $4,100 per B-2 share, $2,000 per B-3 share.

• Trading memberships and core rights associated with Class B shares remain unaffected by the proposals.

• The proposals aim to modernize governance and align board structure with current market practices.

Voting matters and shareholder proposals

• Shareholders of record as of March 16, 2026, are eligible to vote on the Class B Proposals at the Annual Meeting on May 14, 2026.

• Board recommends voting in favor of the proposals to eliminate Class B director election rights.

• Approval triggers payment to Class B shareholders of the relevant class, regardless of individual voting choices.

Board of directors and corporate governance

• Six mandated board seats for Class B shareholders would be eliminated if proposals pass.

• Board believes a single class of directors better aligns with the company's growth and governance needs.

• Member community representation will continue through elections voted on by all shareholders as a single class.

• Board refreshment and nomination processes have been hindered by lack of quorum in Class B elections.