{"url_path":"/sec/cme/proxy/2026-05-19/000115637526000030","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/1156375/0001156375-26-000030-index.html","accession_number":"0001156375-26-000030","cik":"0001156375","ticker":"CME","issuer_name":"CME GROUP INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1156375/0001156375-26-000030-index.html","primary_entity_key":"0001156375","primary_entity_name":"CME GROUP INC."},"word_count":1065,"has_tables":false,"body_markdown":"DEFA14A\n1\nclassbfollowupletter.htm\nDEFA14A\n\nClass B Follow Up Letter\n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWashington, D.C. 20549\n\n______________________\n\nSCHEDULE 14A\n\nProxy Statement Pursuant to Section 14(a)\n\nof the Securities Exchange Act of 1934\n\n______________________\n\nFiled by the Registrant ⌧ Filed by a Party other than the Registrant □\n\nCheck the appropriate box:\n\n□ Preliminary Proxy Statement\n\n□ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))\n\n□ Definitive Proxy Statement\n\n⌧ Definitive Additional Materials\n\n□ Soliciting Material Under §240.14a-12\n\nCME GROUP INC.\n\n(Name of Registrant as Specified In Its Charter)\n\nNot Applicable\n\n(Name of Person(s) Filing Proxy Statement, if other than the Registrant)\n\nPayment of Filing Fee (Check the appropriate box):\n\n⌧ No fee required.\n\n□ Fee paid previously with preliminary materials.\n\n□ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11\n\n​May 19, 2026​ ​To our Class B Shareholders and our Members:​ ​As announced at the CME Group Inc. (“CME Group”) 2026 Annual Meeting of Shareholders, the​ ​proposals referred to as the “Class B Proposals,” as described in the​​2026 Notice of Annual Meeting and​ ​Proxy Statement​​, and the election of the Class B directors under Item 8 were adjourned. The adjourned​ ​meeting will be held virtually on Tuesday, June 9, 2026 at 11:00 a.m. Central Time. You may access the​ ​adjourned meeting via this link –​​CME Group 2026 Adjourned Annual Meeting​​. The record date for the​ ​adjourned meeting remains March 16, 2026. Proxies previously submitted remain valid, unless revoked,​ ​or a new vote is submitted. If you need assistance with voting at the adjourned meeting, please contact​ ​annualmeeting@cmegroup.com​​or you may follow the instructions in the​​Appendix​​. Voting will be​ ​available until 10:59 p.m., Central Time, on Monday, June 8, 2026. The results of the adjourned meeting​ ​will be filed with the Securities and Exchange Commission within four business days of the meeting.​ ​The Board recommends that shareholders vote​​FOR Items 4, 5, 6 and 7​​that relate to the Class B​ ​Proposals:​ ​●​ ​Voter participation in the Class B director elections has significantly decreased, resulting in our​ ​inability to achieve a quorum and, consequently, preventing us from holding valid elections for the​ ​nominated candidates. Even with significant outreach by the company to encourage voter​ ​participation, quorums were not achieved at the time of the Annual Meeting held on May 14,​ ​2026. Thereby, absent the adjournment of the proposals, no valid election of the Class B directors​ ​would have been held under Item 8.​ ​●​ ​The Board remains committed to strong representation from our broader member community, as​ ​that community provides critical insight and expertise in the operation of all of our markets.​ ​Transitioning from the requirement that industry experience be tied to a specific exchange and​ ​trading division, and from the current system in which Class B director candidates individually​ ​solicit for support, will facilitate access to a broader pool of qualified potential nominees.​ ​●​ ​The Board believes the approval of the Class B Proposals will enable CME Group to adjust its​ ​board structure to better reflect the company’s growth as the world’s leading derivatives​ ​marketplace.​ ​●​ ​Class B share election rights were established in 2000 when CME was a single futures exchange​ ​transitioning from a member-owned institution to a for-profit corporation. In light of the growth and​ ​expansion of our business, the Board believes that having six mandated directors from three​ ​separate classes of shareholders associated specifically with one of our exchanges is no longer​ ​necessary or desirable, and that a single class of directors would better align our corporate​ ​governance structure with market practice.​ ​●​ ​Consideration of $6,200 per Class B-1 share; $4,100 per Class B-2 share and $2,000 per Class​ ​B-3 share will become payable if a class’ particular proposal is approved, as described in the​ ​proxy statement. In such an event, all owners of shares of such class of Class B common stock​ ​as of the record date would receive such payment regardless of how they voted.​ ​Questions about the Class B Proposals and the adjourned meeting may be directed to​ ​annualmeeting@cmegroup.com​​.​\n\n​You are advised to read the proxy statement in its entirety because it will contain important information​ ​about the Class B Proposals. We greatly appreciate your support of CME Group.​ ​Sincerely,​ ​Terrence A. Duffy​ ​Chairman and Chief Executive Officer​ ​* * *​ ​CME Group Inc. has filed a definitive proxy statement with the Securities and Exchange Commission (the​ ​“SEC”) regarding its Annual Meeting of Shareholders held on May 14, 2026 with the proposals under​ ​Items 4 through 8 adjourned to a meeting to be held virtually on June 9, 2026. Shareholders are urged to​ ​read the definitive proxy statement and any other relevant documents filed with the SEC because they​ ​contain, or will contain, important information about CME Group Inc. and the Annual Meeting. The​ ​definitive proxy statement and other relevant materials (when they become available), and any other​ ​documents filed by CME Group Inc. with the SEC, may be obtained free of charge at the SEC’s website​ ​at www.sec.gov. In addition, shareholders may obtain free copies of these documents by contacting CME​ ​Group, Shareholder Relations, 20 South Wacker Drive, Chicago, Illinois 60606. Shareholders are urged​ ​to read the definitive proxy statement and the other relevant materials (when they become available)​ ​before making any voting decision with respect to matters to be acted on at the Annual Meeting.​ ​CME Group Inc., its directors, executive officers and certain other members of management and​ ​employees and third parties may be soliciting proxies from shareholders in favor of the Class B Proposals​ ​contained in the definitive proxy statement. Information concerning the participants in the solicitation is set​ ​forth in the definitive proxy statement filed by CME Group Inc. with the SEC on March 23, 2026.​\n\n​Appendix​ ​If you cannot locate the written materials, you have the following options for voting or obtaining​ ​your control number:​ ​1.​ ​Vote by Phone:​​Sodali, our proxy solicitor, can take​​your votes over the phone.​ ​○​ ​Toll-free (US):​​888-777-2094​ ​○​ ​Non-US:​​775-284-8673​ ​2.​ ​Vote Online (with Control Number):​​Contact Broadridge,​​the Inspector of Election, to​ ​get your 16-digit control number(s).​ ​○​ ​Toll-free (US): 866-232-3037​ ​○​ ​Non-U.S. toll free: 720-358-3640​ ​Once you have your control number(s), you can then vote your shares online at​ ​https://proxyvote.com​ ​You will need to provide the names and addresses tied to your account(s) at the transfer​ ​agent, Computershare, when calling. You can contact​​annualmeeting@cmegroup.com​​if​ ​you are unsure of the information on your account(s).​"}