CME Group (CME) Proxy Filing summary

Executive summary

• Achieved record financial results in 2025, including $6.5B in revenue, $4.2B in operating income, and $4.1B in net income, with strong growth across asset classes and international markets.

• Declared over $4B in dividends, increased quarterly dividend by 9%, and repurchased shares under a $3B program.

• Continued product innovation, expanded retail and international reach, and enhanced capital efficiencies for clients.

• Launched new clearing services, expanded cross-margining, and announced 24/7 crypto trading for 2026.

• Board and management anticipate continued market uncertainty in 2026 and focus on risk management and efficiency.

Voting matters and shareholder proposals

• Shareholders to vote on: election of 14 Equity directors, ratification of Ernst & Young LLP as auditor, advisory say-on-pay, and amendments to eliminate Class B director election rights.

• Proposals to eliminate Class B-1, B-2, and B-3 shareholders' rights to elect directors, with consideration paid to affected shareholders.

• Additional proposal to remove inoperative provisions if Class B amendments are approved.

• Separate votes for Class B-1, B-2, and B-3 director elections remain for 2026, pending approval of amendments.

Board of directors and corporate governance

• Board comprises a mix of industry veterans and independent directors, with ongoing refreshment and diversity initiatives.

• Annual election of all directors, majority voting standard, and robust self-assessment and succession planning processes.

• Board committees include Audit, Compensation, Risk, Finance, Market Regulation Oversight, and Nominating & Governance, all with 100% independence.

• Board leadership structure features a combined Chairman/CEO and an independent Lead Director.

• Active shareholder engagement program, with feedback informing governance and compensation enhancements.