Annual General Meeting Transcript - CME 2026-06-09

Terrence Duffy, Chairman

Good morning, and thank you for joining us. I'm Terry Duffy, Chairman and Chief Executive Officer of CME Group. It's my pleasure to welcome you back to the 2026 CME Group Annual Meeting of Shareholders. That was adjourned to today during our meeting held on May 14th. With me is Meg Wright, our Corporate Secretary, and Lynn Fitzpatrick, our President and Chief Financial Officer, a Representative of Broadridge Financial Solutions, our Independent Inspector of election is also on the call. You will find our proxy statement annual report in today's agenda along with the rules of conduct as well as information regarding the forward-looking statements posted in the bottom right corner of the web portal you are using to access this meeting. Our shareholders as of the record date may submit questions in the designated field on the web portal in order for us to efficiently address any questions from our shareholders please submit them now as you know from the annual meeting held on May 14th items 4 through 7 which in proposals related to the elimination of the director election rights held by our class B shareholders and item 8 related to the election of the class B directors were adjourned due to the lack of quorum these are the only proposals presented for approval today as a reminder the

Meg Wright, Other

board has recommended that shareholders vote for items four through eight i'll ask meg right our corporate thank you terry shareholders of record at the close of business on march 16 2026 are entitled to vote at this meeting materials relating to this meeting were furnished to all shareholders of record beginning on or about March 25, 2026. A list of registered shareholders entitled to vote at the meeting has been made available upon request reviewing for the past 10 days and is available for examination by any shareholder of record during the meeting through the web portal. I've been advised by the Inspector of Election that a forum is present either in person or by proxy for items 4, 5, 7, 8A, and 8B. A forum is not present for item 6 relating to the elimination of the right of the Class B shareholders to elect one director or item 8C related to the election of the class B3 director. In the absence of a quorum, item 6 is not being presented and no ballot election of the class B director can take place under our charter and bylaws. Our existing class B director, Liz Cook, will continue to be a holdover under Delaware law and our bylaws and will continue to serve until her successor is duly elected at the 2027 annual meeting for her earlier resignation.

Terrence Duffy, Chairman

Based on the Secretary's report, I declare that this meeting is duly convened and the proposal set forth under items 457, 8A, and 8B. Shareholders of record have the ability to vote in the portal since the opening of this virtual meeting. If you have previously voted, there is no need to vote today. If you still need to vote, please vote at this time. The polls will close after the proposals have been presented. All votes submitted 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. Meg, please present those matters now.

Meg Wright, Other

Thank you. The items to be considered at this meeting are described in detail in the Notice of the 2026 Annual Meeting and Proxy Statement, copies of which are available online. Item 4 seeks approval of an amendment to our Certificate of Incorporation to eliminate the right of the Class B1 shareholders to elect three directors. Item 5 seeks approval of an amendment to our certificate of incorporation to eliminate the right of the Class B2 shareholders to elect two directors. Item 7 seeks approval of an amendment to our certificate of incorporation that would remove provisions that would be inoperative if each of items 4, 5, and 6 are approved. Items 8A and 8B pertain to the election of three Class B1 directors and one Class B2 director. The nominees for the Class B1 directors are William Hobart, Patrick McCrone, and Robert Tierney. The nominee for the Class B-II director is Patrick Maloney. The Board of Directors has recommended that children vote for the proposals under items 4, 5, 7, 8A, and 8B.

Terrence Duffy, Chairman

Ladies and gentlemen, this concludes the introduction of the proposals to be presented at the meeting. We will now proceed to the Q&A session relating to the proposals being voted on today.

Meg Wright, Other

I can confirm that we have not received any questions in the web portal.

Terrence Duffy, Chairman

Since we have not received any questions in the web portal, we will proceed to the closing of the polls. I hereby declare the polls closed as of 10.07 a.m. Now I'd like to ask Meg Rydar to present the preliminary unaudited report of the Inspector of Elections.

Meg Wright, Other

Based on the preliminary tabulation from Broadridge, I report that item four relating to the elimination of the right of the Class B1 shareholders to elect three directors has not passed. Item 5, relating to the elimination of the right of the Class B2 shareholders to elect two directors, has not passed. Item 7, relating to an amendment to our Certificate of Incorporation, has passed. However, the Item 7 amendment will not be filed since its approval was contingent upon the approval of Items 4, 5, and 6. Under Item 8A, relating to the election of three Class B1 directors, William Hobart, Patrick McCrone, and Robert Tierney have been re-elected. Under item 8B, relating to the election of one Class B2 director, Patrick Maloney has been re-elected. As we previously reported, Liz Cook will be a holdover as the Class B3 director. These results are subject to final verification. In accordance with SEC rules, we will file a report containing the final tabulation with the SEC within four business meetings.

Terrence Duffy, Chairman

The report of the corporate secretary on the preliminary voting results is accepted, and that completes the formal business of the shareholder meeting. I hereby declare the business of the 2026 Annual Meeting of Shareholders adjourned as of 11.09 a.m. Thank you for attending. Appreciate your time.

Operator

The meeting has now concluded. Thank you for joining and have a pleasant day.