CME Group Inc. (CME)

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CME Group Inc. (CME)

2013 Annual Shareholder Meeting

May 22, 2013 4:30 pm ET


Terrence A. Duffy - Executive Chairman, President, Chairman of Executive Committee and Member of Strategic Steering Committee

Kathleen M. Cronin - Senior Managing Director, General Counsel and Secretary

Phupinder S. Gill - Chief Executive Officer, Director, Member of Executive Committee and Member of Strategic Steering Committee


Terrence A. Duffy

Well, good afternoon, ladies and gentlemen. It's my pleasure to welcome you to the 2013 Annual Meeting of Shareholders of CME Group, and I call the meeting to order. I'm Terry Duffy. I'm the Executive Chairman and President of CME Group, and I will be presiding at this meeting.

With us today in the audience are members of the CME Group Board of Directors, our management team, and joining me on the dais are Phupinder Gill, our CEO; Jamie Parisi, our CFO; and Kathleen Cronin, our General Counsel and Corporate Secretary. Kathleen will act as secretary of the meeting today. Representatives from Ernst & Young, our independent registered public accounting firm, are also present at the meeting and will be able to answer your questions regarding their representation of our independent registered public Accountant.

A representative from Broadridge Financial Solutions has been appointed as our independent inspector of election, as located immediately outside the room. Our goal today is to conduct an effective orderly meeting, during which everyone has an opportunity to be heard. The meeting to be conducted in accordance with the rules of conduct that you received when you registered will be covered in the items forth in the agenda. Failure to abide by the rules of the conduct is a cause for removal of the meeting. We will conduct 2 separate Q&A sessions. So I know many people might have different questions as it relates to issues around the company. But we'll -- first one we'll do is we'll have Q&A and the proposals. And then we'll go into general questions as it relates to general business of the company.

To provide everyone the opportunity to be heard, questions will be limited to 2 minutes and the presentation of the shareholder's proposal will be limited to 4 minutes. To advise you of when you have exceeded your time limitation, you will hear a chime. At such time, please conduct your -- conclude your business or your remark.

Please ensure that your electronic devices are set to silent now, so we appreciate that. As a reminder, audio and video taping and photography during this meeting is strictly prohibited.

Now Kathleen Cronin, our Corporate Secretary, will establish that the meeting has been duly called and a quorum is present.

Kathleen M. Cronin

Thank you, Terry. All shareholders of record at the close of business on March 27, 2013, are entitled to vote at this meeting. An affidavit has been provided by the inspector of election attesting to the fact that the notice of meeting, the proxy statement and CME Group annual report were mailed or made available electronically to all shareholders of record beginning on April 12, 2013. A list of shareholders entitled to vote at the meeting has been available at our offices for the past 10 days and is available for examination by any shareholder during the meeting from the inspector of election.

I have been advised by the inspector of election that at least 1/3 of the shares entitled to vote on all of the proposals with the exception of the election of the Class B-2 Nominating Committee is represented in person or by a proxy at today's meeting. And therefore, a quorum is present for such proposals.

Because our bylaws permit the chairman of the meeting to adjourn the meeting and to regulate the business and conduct of the meeting in his discussion, we ask Mr. Chairman that you declare all proposals with the exception of the proposal for the Class B-2 Nominating Committee duly convened and adjourn this -- the proposal for the Class B-2 shareholders to a future time so that the company may solicit additional votes.

Terrence A. Duffy

On the basis of the secretary's report, I declare that the meeting is duly convened with the exception of the proposals submitted to the Class B-2 shareholders for the election of the Class B-2 Nominating Committee. The proposal for the B-2 shareholders is adjourned and will be reconvened on June 11 at 1:30 p.m. Central Time at 20 South Wacker Drive to allow the company to solicit additional votes.

The polls for voting on all matters are hereby open at this time. It is now 3:40 p.m. If you've previously voted, there is no need to vote today. If you still need to vote, please raise your hand and a ballot will be provided to you. Anybody that has a ballot, sir? You have a ballot -- you need a ballot, sir? I'm sorry? Okay, you have not voted yet. So can we get him a ballot, please? Anybody else who need a ballot before we close -- put them in? Okay, it seems everybody has their ballots or have already submitted their ballots except for the one, is that correct? Okay, the polls are closed after all the proposals have been presented and discussed. All votes will be submitted during today -- today during the meeting will be subject to final verification by the inspector of election. The next order of business is a description of the matters to be voted on at today's meeting. Kathleen, please present those matters now. Please reserve your questions and comments, as I said earlier, on the proposals until all proposals have been presented. Kathleen?

Kathleen M. Cronin

At today's annual meeting, there are 5 management-sponsored proposals and one shareholder proposal. I will review the company-sponsored proposals and a representative of Norges Bank is in attendance today to present the shareholder proposal. All of the proposals are described in more detail in our proxy statement, copies of which may be obtained from the inspector of election.

As we stated earlier, the proposal for the Class B-2 shareholders did not achieve a quorum and will be presented at the June 11 meeting.

The first proposal is the election of 9 equity directors. The following persons have been nominated as equity directors of the company: Terrence Duffy; Charles Carey; Mark Cermak; Martin Gepsman; Leo Melamed; Joseph Niciforo; C.C. Odom; Jack Sandner; and Dennis Suskind.

Second proposal is the ratification of the appointment of Ernst & Young as our independent registered public accounting firm.

The third proposal is an advisory vote on the compensation of our named executive officers.

The fourth proposal is the election of one Class B-1 director and one Class B-3 director. The nominees for the Class B-1 director are Paul J Heffernan and Howard Siegel. The nominees for the Class B-3 director are Peter Kosanovich and Steven Wollack.

The fifth proposal is the election of 5 members to the Class B-1 Nominating Committee and 5 members to serve on the Class B-3 Nominating Committee. Information on the 10 nominees for each of these committees is contained in the proxy statement.

The Board of Directors has recommended that shareholders vote for the election of the equity directors, the ratification of the appointment of Ernst & Young and for the approval by advisory vote of the compensation of our named executive officers. No recommendations were made in connection with the election of the Class B directors or the election of the Class B Nominating Committees, which were submitted for approval solely by the Class B shareholders.

Terrence A. Duffy

At this time, I would ask that Edmund Aronowitz [ph] -- Edmund, did I pronounce that properly? A representative from Norges Bank who will present Norges Bank's proposal -- shareholder proposal to implement proxy access. Mr. Aronowitz, please come forward. You will have 4 minutes to present your proposal.

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