CME Group Inc. (CME)
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AGM 2025

May 8, 2025

Terry Duffy
Chairman and CEO, CME Group

Everyone, we'll go ahead and get started. I want to thank all of you for joining us this morning. It's my pleasure to welcome you to the 2025 CME Group Annual Meeting of Shareholders. I'm Terry Duffy, the Chairman and Chief Executive Officer of CME Group. Seated next to me is our President and Chief Financial Officer, Ms. Lynne Fitzpatrick, and to her right is our Corporate Secretary, Meg Wright, who Lynne will be providing a financial update today as well. Also in attendance are members of CME Group's Board of Directors and management team. I also want to recognize some of our past Board of Directors that are here today, with Mr. Alex Pollock and Jeff Bernacchi. Thank you for being here. I think there's Alex, and I know Jeff is in here also. There he is back there.

So thank you for being here, and I thank my board members. A representative 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 as part of Proposal Number Two. A representative from Broadridge Financial Solutions, our independent inspector of election, is seated in the back of the room. Copies of the 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 the 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 today and the second covering the general business of CME Group.

As a reminder, audio and videotaping and photography during this meeting is strictly prohibited. Before we proceed with the business of the meeting, I would like to recognize the board members that are retiring from our board today: Mr. Larry Gerdes, Mr. Dan Glickman, and Terry Savage. They have dedicated many years of serving you, our shareholders. I thank them for their commitment to CME Group, including their informed judgment, critical insights, and many contributions. Now, Meg Wright, our Corporate Secretary, will present.

Meg Wright
Corporate Secretary, CME Group

Yes, thank you, Terry. Shareholders of record at the close of business on March 10, 2025, are entitled to vote at this meeting. Materials relating to this meeting were furnished to all shareholders of record beginning on March 21, 2025. 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've been advised by the inspector of election that a quorum is present for all proposals, either in person or by proxy, except for Proposal Number Four, which is relating to the election of the Class B1, Class B2, and Class B3 directors. In the absence of a quorum, 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 and will continue to serve until his or her successor is duly elected at the 2026 Annual Meeting or his earlier resignation or removal. As it relates to the proposed election of Mr. William Smith to serve as a Class B2 director, without a quorum of the Class B2 shareholders, there is no valid election. Therefore, there will be a vacancy in one of the Class B2 director positions until an individual is duly elected to that position. Our next election will be in 2026.

Terry Duffy
Chairman and CEO, CME Group

Based on the Secretary's report, I declare that this meeting is duly convened for Proposals One, Two, and Three. The polls for voting on all matters are hereby open at this time. It is now 10:05 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, will you present those now?

Meg Wright
Corporate Secretary, CME Group

Thank you, Terry. All proposals being presented today are described in our Proxy Statement, copies of which may be obtained from the inspector of election. Proposal Number One: Election of 14 equity directors as set forth in the Proxy Statement. Proposal Number Two: Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025. Proposal Number Three: Approval of an advisory vote on the compensation of our named executive officers. The Board of Directors has recommended that shareholders vote for Proposals One, Two, and Three.

Terry Duffy
Chairman and CEO, CME Group

Ladies and gentlemen, this concludes the introduction of the proposals to be presented at this 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 to vote at today's meeting or to have their ballot collected? If yes, please raise your hand. Okay. If not.

Meg Wright
Corporate Secretary, CME Group

There's one individual.

Terry Duffy
Chairman and CEO, CME Group

I'm sorry?

Meg Wright
Corporate Secretary, CME Group

Beth is getting into one individual right now.

Terry Duffy
Chairman and CEO, CME Group

Got it, Beth. As we collect the additional ballot, do I need to wait for that?

Meg Wright
Corporate Secretary, CME Group

No, we can go ahead and proceed into that.

Terry Duffy
Chairman and CEO, CME Group

As a reminder, a separate discussion period has been scheduled later in the proceedings for general matters 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 are a shareholder of record or a proxy holder and the proposal you would like to discuss. Okay. Questions. We'll take those questions now on the proposals that were presented. Any questions at all as it relates to the official business of the firm on Proposals One, Two, or Three? Hearing none, as there appear to be no questions, we will now proceed to the closing of the polls. Does anyone need time to complete their ballot? It appears all the ballots here, and I hereby declare the polls closed as of 10:07 A.M.

Now, I'd like to ask Meg Wright to present the preliminary unaudited report of the inspector of election. Meg.

I have received the preliminary tabulation from Broadridge, and based on that tabulation, I report that all 14 equity director nominees were elected. The appointment of Ernst & Young, LLP, our independent registered public accounting firm for 2025, has been ratified. The advisory resolution on our named executive officers' compensation was approved. As previously reported, all current Class B directors will hold over, and there will be one vacancy in the position of the Class B2 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 the next four business days.

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 that the 2025 Annual Meeting of Shareholders is adjourned as of 10:08 A.M. Now, I'll ask Lynne Fitzpatrick to provide a brief financial update, after which we will conduct the general question-and-answer period of the company. Lynne.

Lynne Fitzpatrick
President and CFO, CME Group

Sure. Thanks, Terry, and thank you all for joining us this morning. 2024 was the best year in CME Group's history as global market participants turned to CME to navigate economic and geopolitical uncertainty. Our average daily volume was 26.5 million contracts per day, up 9% from 2023. We saw annual ADV records in our interest rate, foreign exchange, metals, and agricultural complexes. This volume strength has continued into 2025, given the uncertain market environment and the need for risk management. 2025 year-to-date ADV is currently 31 million contracts a day, up 18% from the same time frame in 2024, and includes year-over-year growth across all six asset classes. These recent volume records 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. We turn to our 2024 financials.

Driven by those record volume results, our 2024 revenue was $6.1 billion, up 10% compared with 2023. Our continued expense discipline led to adjusted operating income of $4.2 billion, up 12% year-over-year, at an adjusted operating margin of 68.3%. We drove $3.7 billion of adjusted net income, up 10% from 2023, and diluted earnings per share of $10.26 was our highest annual earnings per share in our history. 2024 represented the third consecutive year of record earnings and double-digit earnings per share growth. This strength in 2024 has continued this year. Our first quarter 2025 average daily volume of 29.8 million contracts per day set a new all-time record. The first quarter revenue surpassed $1.6 billion for the first time, up 10% compared to the first quarter of 2024. Our adjusted operating income was $1.2 billion. That was up 14% year-over-year at an adjusted operating margin of 71.1%.

Our diluted earnings per share were $2.80 for the quarter. That is the highest quarterly earnings per share in our history and grew 12% versus last year. We continue to have a very unique capital return policy using multiple levers for returning capital to our shareholders, including our regular quarterly dividend, which is $1.25 per share, up 9% versus our dividend last year. Our variable dividend policy remains in place, and we announced in December the addition of an Opportunistic Share Repurchase Program of up to $3 billion of CME Group Class A Common Stock. Beginning in 2026, the annual variable dividend timing will align with a Q1 regular dividend payment, so that will be announced and paid in Q1 of 2026.

We believe the combination of a flexible share repurchase program with our existing quarterly and annual variable dividend structure allows us to efficiently return capital and addresses the different interests and preferences of our diverse shareholder base. We have returned over $28 billion to shareholders since adopting our variable dividend policy in 2012, including $3.8 billion returned over the last year. Thank you.

Terry Duffy
Chairman and CEO, CME Group

Thank you, Lynne. As you can see, exceptional results for the company, and some of you have been around here for a long time. These numbers can be relatively staggering compared to where we came from. So it's quite impressive, the team that we've assembled together, the board that we've put together. So hopefully the shareholders recognize that, and they are absolutely reaping the benefits as our stock has hit an all-time historic high within the last several days. So we are clicking on all cylinders right now, and we're excited about the future of the company. With that being said, I'm going to open the floor to questions from 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, as I said earlier, whether you're a shareholder of record or a proxy holder, and please keep your question or remarks to a couple of minutes or less. I will now open the floor to questions from shareholders on general business of the firm.

Chris Kasmer
Analyst, Carpenters

Hi, Mr. Chairman. My name is Chris Kasmer. I represent Carpenters Union Pension Funds. I collectively hold 43,200 shares of CME Group Common Stock. In recent years, the growth in the size of passive mutual funds, corporate ownership interests, and U.S. corporations has been dramatic, raising important public policy and corporate governance issues. Currently, BlackRock owns 8%, and Vanguard owns 9.3% of the company's outstanding shares. Additionally, Vanguard manages assets in the company's 401(k) retirement plan. So the question is, does the board see this growing ownership concentration of passive index fund holders as a positive or negative development as regards to long-term corporate planning and performance, and also do potential conflicts of interest when a 5% holder is managing company retirement plan assets? Thank you.

Terry Duffy
Chairman and CEO, CME Group

Thanks, Chris. Appreciate the question. A lot to unpack there. Lynne, I'll go ahead and let you touch a little bit on it, and then I'll touch on the potential, what I think is a conflict of interest, which I don't believe there is one, but go ahead.

Lynne Fitzpatrick
President and CFO, CME Group

Sure, certainly. So thanks for the question. I would say from the investment side, the shareholding side, we obviously, given our size, are included in quite a few different indices and passive index funds. So that inclusion is typically outside of our control. What we do focus on is what we can control, providing the risk management tools for our clients and looking at growing earnings for our shareholders. In terms of our retirement investments, we do use a third-party independent consultant to help us review the different menu of options that we do provide for our employees. We do have some Vanguard funds in that menu, but we view it as making sure we're performing our fiduciary duty to our employees, giving them the choice in how they want to manage their retirement funds.

Terry Duffy
Chairman and CEO, CME Group

So, Chris, just to add to that, we don't see any inherent conflict of interest with Vanguard being a part of our employees' pension at all. I think it's relatively very small, and so we don't see it as a conflict at all.

Do you think it's completely neutral? There's no positive or negative?

As Lynne said, I think it's a positive that we have a diverse shareholder base. And as she also said, we can't control what that shareholder base looks like. The only way you could control it is if you recall, you may or may not recall, we used to have what was a poison pill. If you got over 15%, we could dilute you of the company. We eliminated that because shareholders didn't like that, and we took that off about, I don't know, 10-12 years ago when we eliminated 15%. So we can't control who buys the firm on the stock. Again, I think we're here to be stewards of all the people who participate, and I don't think there's a conflict. So I don't see it as a positive or a negative for us as a management team.

I don't see it as a positive or negative for my board of directors, and if it has, they've never raised it as a negative or a positive, so I would say yes, very neutral. Thank you. Yes.

Speaker 5

McCarthy, shareholder, there's upcoming competition. I've read recently that they're having problems getting off the ground. Any comment on what the competition is starting to do?

Terry Duffy
Chairman and CEO, CME Group

So what Pat's referring to, I believe, is the announced exchange that's referred to as FMX, which is owned by the BGC Group that has listed a couple, one of our products, which is the SOFR Futures contract. They are trading less than 1/10 of 1% and have an open interest that's de minimis around 7,000 contracts to roughly 9 million-11 million, depending on what day of the week it is for our SOFR contract. So you can see that 99.99% of the businesses here at CME Group, we've done a good job of creating the efficiencies for our participants and creating value propositions for our clients to make it the most effective way to do their risk management. So they have listed that contract. They have also self-certified with the CFTC to list the two-year and five-year Treasury contracts.

They have not listed them yet, but they self-certified them a couple of months back, but they have not listed them for trade yet, so I can't comment on what they're going to do or not do with that. They have not announced any options on futures trading, which is very meaningful. As I referred to earlier, the value proposition for the client is around portfolio margining, and you need to have that options, open interest, and liquidity in order to achieve those portfolio margining. We create about $24 billion a day of efficiencies in interest rates alone, $60 billion a day across all of our portfolios and portfolio margin savings across our asset classes. The value proposition here at CME Group is pretty dynamic, and so we know that people want to compete with us, and that's why we're always going to compete on the efficiencies for the client.

And we feel in a very strong position to do so. That being said, I take every competitor seriously as I do them. I think what you're also referring to is them having some. There's a recent Bloomberg article about them having troubles listing their Treasuries because of deliveries coming out of the London Clearing House. I don't know if that's true or not true. I don't know what their issues are. They didn't describe that in the article, and BGC did not, or FMX did not describe what those were or were not on their earnings call yesterday because that's a public call, and we could hear that. So all in all, again, there's competition to do many different venues of trade. I think there's 16 different platforms and rates alone, Mike, you could access in any given moment in time. Is that fair?

It's a lot for cash.

Yeah, for the cash market. So cash and futures and ETFs, I mean, they're like a three-legged stool. They're very important to each other. So we have that ability to create those efficiencies. So I feel like we're in a strong position.

Speaker 7

Just real quick, is the City of Chicago already talking about any future tax proposals or anything on trades?

Terry Duffy
Chairman and CEO, CME Group

If they are, I have not heard them, and I feel like I'm fairly much in the know when it comes to that because it's hard to keep that under wraps. I know that the CTU, which is the Chicago Teachers Union, was very much a proponent of trying to create a transaction tax. So just so you know, the City of Chicago doesn't have the legal authority to create a tax on our industry. We can only be taxed by the federal government or the state legislature, and the state legislature, including the governor, the president of the Senate, and the speaker of the Illinois House, all three have come out against any transaction taxes against any securities exchanges in the state of Illinois. So the City of Chicago has no legal authority to institute any tax on CME Group. Okay? Thank you, Pat. Other questions or comments?

John, you got a question? Yeah. Billy, nice to see you, sir.

Speaker 6

I'm Bill Loesch. I have a CME. And where do we stand with the lawsuit? When will it be over?

Terry Duffy
Chairman and CEO, CME Group

Not soon enough. We don't comment, obviously, on litigation, Bill, and we won't, but I think it's fairly public that the litigation is. We're going forward to court on, I think, July 7th. July 7th. We feel very strongly about our case, as we've stated all along. We've never accrued a penny for this case because we feel very strong about it. When will it be over? I don't know. Sometime post-July 7th. I would suspect it'll go three to six weeks, somewhere in that neighborhood, Jonathan. Is that fair? And then we'll see where it goes from there. So there's a lot to be done between now and July 7th, Bill. So again, we feel very strong about our position with the litigation. If you're referring to the Langer litigation lawsuit, which I'm assuming you are. That's the litigation you're referring to. Yes? Okay. All right.

Other questions or comments as it relates to the general business of the firm? All right. Good. If there's no other questions or comments about the general business, that concludes the meeting today. A replay of today's meeting is available on our website within 48 hours. I want to thank you all for attending, and I appreciate you all being long shareholders of CME Group. It's so nice to see some of the original members of the exchange from way back when I first started, and I'm sure my colleagues feel the same way, and I know you've been sitting there with your shares for a long time, and hopefully you feel rewarded to have those, as do I to have mine, so thank you all for being here, and it's nice to see so many familiar faces, so thank you again. Have a good day. We are adjourned.

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