CME Group Inc. (CME)
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AGM 2024

May 9, 2024

Terry Duffy
Chairman and CEO, CME Group

Good morning. Thank you all for joining us this morning. At today's meeting, it's my pleasure to welcome you to the 2024 CME Group Annual Meeting of Shareholders. I'm Terry Duffy. I'm the Chairman and Chief Executive Officer of CME Group. Seated next to me on the far right is Meg Wright, our corporate secretary, and also next to me is Lynne Fitzpatrick, our Chief Financial Officer, who will be providing a brief financial update at today's meeting. Also in attendance are members of the CME Group's board of directors and management team. We've been together all week, and it's nice to continue on with our three-day meeting, folks, so it's nice to see everybody again.

Our representatives from Ernst & Young, our independent registered public accounting firm, is also present at the meeting and will be available to answer questions regarding their representation of part of proposal number two. A representative from Broadridge Financial Solutions, our independent inspector of election, is seated outside of the room. Copies of your Proxy Statement, annual report, and today's agenda, as well as the rules of conduct, were available at the check-in and with our inspector of election. Information regarding our forward-looking statements is posted on the screens inside the auditorium. As set forth in the agenda, we will conduct two separate Q&A sessions, the first covering the official proposals to be voted on it today, and the second covering the general business of CME Group. As a reminder, audio and video and photography during the meeting is strictly prohibited.

This meeting is being webcast for folks that are on the web. Now I'll turn the meeting over to Meg Wright, our Corporate Secretary, who will present. Meg?

Meg Wright
Corporate Secretary, CME Group

Thank you, Terry. Shareholders of record at the close of business on March 11, 2024, are entitled to vote at this meeting. Materials relating to this meeting were furnished to all shareholders of record beginning on March 18, 2024. A list of registered shareholders entitled to vote at the meeting has been made available upon request for viewing for the past 10 days and is available for examination by any shareholder of record during the meeting from the Inspector of Election. I have been advised by the Inspector of Election that a quorum is present for all proposals, either in person or by proxy, except for Proposal 4, which relates to the election of the Class B1, Class B2, and Class B3 directors. In the absence of a quorum for such proposal, no valid election of these Class B directors can take place under our charter and bylaws.

As a result, our existing Class B1, Class B2, and Class B3 directors will become holdovers under Delaware law and our bylaws. They will continue to serve until his or her successor is duly elected at the 2025 annual meeting or his or her earlier resignation.

Terry Duffy
Chairman and CEO, CME Group

Thanks, Meg. Based on the Secretary's report, I declare this meeting is duly convened for Proposals 1, 2, and 3. The polls for voting on all matters are hereby open at this time. It is now 10:06 A.M. If you have 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 for you. 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
Corporate Secretary, CME Group

All proposals being presented today are described in our Proxy Statement, copies of which may be obtained from the Inspector of Election. Proposal Number 1: Election of 17 equity directors as set forth in the Proxy Statement. Proposal Number 2: Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024. Proposal Number 3: Approval of an advisory vote on the compensation of our named executive officers. The board of directors has recommended that shareholders vote for Proposals 1, 2, and 3.

Terry Duffy
Chairman and CEO, CME Group

Ladies and gentlemen, this concludes the introduction of the proposals to be presented at the meeting. The floor is now open for questions or comments from shareholders relating to the proposals being voted on at today's meeting. Does anyone still need a ballot for today's meeting or to have their ballot collected? If yes, please raise your hand. If not, we will continue on. As a reminder, a separate discussion period has been scheduled right after this to discuss the general business relating to the company. If you wish to speak, please raise your hand and wait to be recognized. Once recognized, please identify yourself by stating your name and indicating whether you're a shareholder of record or a proxy holder and the proposal you would like to discuss.

Meg Wright
Corporate Secretary, CME Group

We have a question over here. Could we get a microphone for this gentleman?

Chris Kasmer
Shareholder Representative, Carpenter Union Pension Funds

Thank you. Mr. Chairman, my name is Chris Kasmer. I represent Carpenter Union Pension Funds that collectively hold 27,886 shares of CME Group common stock. Our funds support the election of all the board nominees. As the election of directors is taken up, I would like to ask a question regarding the company's director resignation governance policy. The company has in place a majority vote election standard that affords shareholders the ability to cast votes with a legal effect. The director resignation governance policy provides the board complete post-election discretion to determine whether to accept or reject the resignation of an incumbent director who fails to be reelected. Does the resignation policy and the power given the board undermine the voting rights of shareholders by allowing the board to have the final say on an unelected incumbent director's status?

Terry Duffy
Chairman and CEO, CME Group

... Chris, thank you, and thank you for your question, and also for you and Jeff being here. So let me ask Meg to go ahead and address that.

Meg Wright
Corporate Secretary, CME Group

Sure. Thank you for the question. We do, as you said, have the majority vote policy for our board members. We think that is an important right to provide to our shareholders. It allows them to use their vote to send a message to us from a company as to how they see whether it's the board overall, or particular committee, or that particular director's performance. And we would take the results of those votes very seriously. And I think what we would do is look at what is the message behind the lower support that that individual director was receiving, and we would want to be responsive to that particular message that we are getting from the shareholder.

So it, you know, it could be anything like, for example, we recently had a lower say-on-pay support, where some of our board members were getting lower support from some of our shareholders, with the message being that they wanted us to take a look at our compensation program. That is something that we did take seriously, even though all those directors were elected by a majority vote. We wanted to be responsive to the message we were receiving from our shareholders. We took the initiative to engage with our shareholders, described that in our Proxy Statement, and took actions to make modifications to our compensation policy.

So I think what we would do is do something similar in the future if we were to get another message, as it relates to a director's performance, as to what the rationale was, take that into consideration, and the board would have to be held accountable as to how they were responding to that, that lower vote message.

Terry Duffy
Chairman and CEO, CME Group

So, Chris, your question's a good one. I don't want to expand too much on what Meg said, because she's 100% right. But if, in fact, all things being equal, and there was none of those factors that were outside the control of a director due to core rights and other issues, we would take a very serious look at how we address the issue of resignation of a director. So we appreciate your question. Thank you. Meg, anything else?

Meg Wright
Corporate Secretary, CME Group

Are there any other questions?

Terry Duffy
Chairman and CEO, CME Group

Any other questions on the proposals that were presented for today? Okay, thank you. There's no more questions for the proposal. We'll now proceed to the closing of the polls. Does anyone need time to cast their vote? It appears everyone has had the opportunity to cast their vote, so I hereby declare the polls are closed as of 10:11 A.M. Now, I'd like to ask Meg Wright to present the preliminary unaudited report of the Inspector of Election. Meg?

Meg Wright
Corporate Secretary, CME Group

Thank you, Terry. I have received a preliminary tabulation from Broadridge, and based on that tabulation, I report that all 17 equity director nominees were elected. The appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024 has been ratified. The advisory resolution on our named executive officer compensation was approved. As previously reported, all current Class B directors will hold over. 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 days.

Terry Duffy
Chairman and CEO, CME Group

The report of the corporate secretary on the preliminary voting results is accepted, and that completes the formal business of this shareholder meeting. I hereby declare the 2024 annual meeting of shareholders adjourned as of 10:12 A.M. Before I turn the meeting over to Ms. Fitzpatrick to provide a financial update, I'd like to take the opportunity to recognize the unfortunate passing of Kathleen Cronin, our former General Counsel and Corporate Secretary. Kathleen sat next to me during these meetings for many years. As General Counsel, she served as a trusted advisor and played a significant role in our transition to a truly global company. Her presence at CME Group is truly missed. Now, I'll ask Lynne to provide a brief financial update, after which we will conduct the general questions and answer period of the presentation. Lynne?

Lynne Fitzpatrick
CFO, CME Group

Thanks, Terry, and thank you all for joining us this morning. 2023 was the best year in CME Group's history, as global market participants turned to CME Group to navigate tremendous economic and geopolitical uncertainty. Our average daily volume hit a record level of 24.4 million contracts per day, up 5% from 2022. We saw annual ADV records for interest rates, options, non-US participation, and agricultural products. This volume strength has continued into 2024, given the uncertain market environment and increasing focus on the need for risk management. 2024 to date, average daily volume is currently over 26 million contracts per day, up 5% versus the same timeframe in 2023, and includes year-over-year growth across all six of our asset classes.

While we've seen a number of volume records in the last year, 2023 and 2024 to date, are a continuation of the long-term growth that CME has been able to deliver, with 7% compound annual volume growth and 12% compound annual net income growth over the last decade. Turning to our 2023 financials, driven by our record annual trading volume, 2023 revenues were $5.6 billion, up 11% compared with 2022. Our continued expense discipline led to an adjusted operating margin of 66.9%, and we drove $3.4 billion of adjusted net income, up 17% from 2022. Our diluted earnings per share of $9.34 was our highest annual earnings per share in our history. This strong financial performance has continued to start this year.

We delivered 3% revenue growth versus a strong first quarter last year, to nearly $1.5 billion in revenue. Our operating income of over $1 billion equates to an operating margin of 68.9%. We delivered our highest-ever quarterly adjusted net income of $911 million, and diluted earnings per share of $2.50, both up 3% versus Q1 last year. We run a very efficient and scalable business, as shown by our adjusted operating margins, and this cash flow generation allows us to return significant capital to our shareholders through our four regular quarterly dividends and the annual variable dividend. We remain the best pure play exposure in the exchange sector, with a dividend yield of 4.8% for the trailing twelve months....

We have increased our regular quarterly dividend each year for the past 14 years, including an increase of over 50% over the last five years. Since implementing the variable dividend policy in 2012, CME Group has returned nearly $25 billion to our shareholders. In summary, we're very pleased by the performance of the company. The team at CME Group remains focused on providing the risk management products needed by our clients and driving earnings growth for our shareholders. I'll now turn the meeting back over to Terry.

Terry Duffy
Chairman and CEO, CME Group

Thanks, Lynn. The floor is now open for questions and/or comments from the shareholders relating to the general business of the company. If you wish to speak, please raise your hand. After being recognized, please identify yourself by stating your name and indicating whether you are a shareholder of record or a proxy holder. Please keep your questions or remarks to a couple of minutes or less. We don't have a lot of folks here, so you can take as much time as you want, so forget that last statement. I will now turn it up to open to general questions of the company, if you have any. Yes, sir. Billy? Go ahead, Bill. Yeah, Bill.

Speaker 6

Our new, what do we expect and how will we compete with FMX, the new exchange? And what is this? Just, I want the comment on FMX.

Terry Duffy
Chairman and CEO, CME Group

Yeah, I'm not gonna sit here and take our shareholders' time by promoting somebody, but I will tell you what the benefits that we have here at CME Group. So right now, today, CME Group has a single pot margining system for futures and swaps. So some of the people who are looking to compete with us are suggesting they have so a different mousetrap, for lack of a better term. We are saving roughly $7.5 billion every single day for our participants between our swaps and our futures portfolio. That's a very attractive proposal of freeing up capital for the largest participants in interest rates in the world. We also have another platform, as you may or may not know, called BrokerTec. BrokerTec is our cash treasury platform.

We just received the benefits through the approval of the SEC last year, at the end of last year, to do offsets against our futures portfolio. We have participants now receiving roughly upwards of 80% additional efficiencies that are using the BrokerTec platform versus CME's futures on additional efficiency savings on margin. So that's a very attractive proposal that CME has built throughout the years. We have to remember that anybody looking to compete with CME, who is touting what they can do or not do, does not have one futures contract open to date. So any margin efficiencies that they may be saying that they're gonna do, they're all theoretical at best because they have no business to date. We take every competitor seriously. We always have, we always will, but the offerings that CME has today are second to none.

The efficiencies are second to none. We have done this over a projected period of 10-15 years and continually create efficiencies for the participant and free up capital so they can deploy it in different ways for their businesses or to trade more on our exchange or others. We think that's a good thing. So we have put the pieces in place. We continue to work very hard on this. Also, when you look at the offering of... I won't say the name of the offering of a competitor, they're also touting margin efficiencies upwards of 90%+ on trades. Just so you know, there's a lot of misinformation out there.

That's on a one single trade, you can get the efficiencies of 90+% margin savings, of which we give ninety-- the same exact margin efficiencies of 90+% for the same exact trade. That's not the bulk of the market. Like I said, that's a single trade, not across the spectrum of the rate business. So I think the offering that is being proposed is, although we take it interesting, we think our value proposition is gonna be very hard to people to bifurcate and give up $7.5 billion a day of margin efficiencies to go see another competitor. Now, that being said, Bill, as I've said to my board and I've said to my staff, we will take it seriously, and we are looking at other avenues.

One of the reasons why we acquired NEX back in 2018 was we are big believers in the futurization of cash markets into futures. We like our BrokerTec business, at the same time, it helps bolster our competitive position in the marketplace, not only here in the U.S., but throughout the world as it relates to interest rates. So we've put a lot of pieces in place over the years. We are not a reactionary company. We are very proactive, and we think about things for years and months ahead, even if they don't happen. So I think we're in a strong position as it relates to any competition. Okay? Thanks, Bill. Sir.

Stuart Ellison
Shareholder, CME Group

Stuart Ellison, I'm a shareholder. Could you please comment on the ongoing lawsuit of Langer versus CME, please?

Terry Duffy
Chairman and CEO, CME Group

Yeah, I won't comment on it, Stuart. Unfortunately, we don't comment on litigation as it relates to the company. We feel very strongly that our position is strong, solid. We've been going at this for a lot of years. I think a lot of us who have been around here a long time understand what the charges are and what the validity of those charges are. We feel in a very strong position right now. We are not accruing anything as it relates to this, and I've said that last year, and I'll say it again now, because we feel very strongly in our position against this potential litigation. But that's as far as I'm gonna go as commenting on litigation because it's ongoing, and I would not say anything on any other litigation either.

Stuart Ellison
Shareholder, CME Group

It's not true that the board set aside $1 billion for potential settlement?

Terry Duffy
Chairman and CEO, CME Group

Not only is it not true, it's one of the great falsehoods I've ever heard in my entire life, because I've heard it for the first time right now, so thank you for that. I have not heard that at all, Stuart. Mm-hmm. Questions? Comments? Okay. Well, I wanna thank you. Do I have a closing... Oh, I do. I don't like reading anything, as you can tell. I like to talk. I know I'm not only talking to this room, but I'm talking to the folks that are webcasting it, and I appreciate everyone's interest in CME Group. It, it's, this is a dynamic company. We, we've been around for 180+ years. We continue to evolve, not only from our people, but from our business lines, and the diversity of this company is second to none.

Our customer base is very diverse. We continue to expand on that. We grow our business. We're looking at different things. We are excited about the future of this organization. We thank you for your participation in CME, and with that, I will conclude this meeting of the 2024 annual meeting of shareholders. So thank you.

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