2018 Guide to Effective Proxies

6 TH EDITION | GUIDE TO EFFECTIVE PROXIES 240 Compensation Discussion and Analysis This discussion provides you with a detailed description of our compensation program for our named executive officers. It also provides an overview of our compensation philosophy and our policies and programs, which are designed to achieve our compensation objectives, and an overview of our program as it relates to other members of our management team. These individuals along with our named executive officers are referred to as our senior management group. KEY TOPICS COVERED IN OUR COMPENSATION DISCUSSION AND ANALYSIS • Opportunity for Shareholder Feedback, below • Executive Summary, page 30 • Chief Executive Officer Total Pay vs. Performance, page 32 • Philosophy and Objectives, page 33 • Peer Group, page 34 • Principal Elements of our Compensation Program, page 36 • 2017 Named Executive Officer Bonus Awards, page 38 • 2017 Named Executive Officer Equity Awards, page 40 • Stock Ownership Guidelines, Hedging Policy, Tally Sheets and Recoupment Policy, page 43 2017 NAMED EXECUTIVE OFFICERS Terrence A. Duffy, Chairman and Chief Executive Officer John W. Pietrowicz, Chief Financial Officer Bryan T. Durkin, President Sean P. Tully, Global Head of Financial and OTC Products Kevin D. Kometer, Chief Information Officer Kimberly S. Taylor, Former President Clearing and Post-Trade Services For the biographies of our current executive officers, including the named executive officers, please see Item 1. Business — Employees — Executive Officers beginning on page 14 of our 2017 Annual Report on Form 10-K, filed with the SEC on February 28, 2018. Opportunity for shareholder feedback The compensation committee carefully considers feedback from our shareholders regarding the compensation program for our senior management group. We believe the changes made in recent years to enhance the performance orientation of our program have been well received by shareholders, as evidenced by our “say-on-pay” vote results. At our 2017 annual meeting of shareholders, approximately 95% of shareholders voted FOR the approval of our non-binding advisory vote approving the compensation of our named executive officers. Shareholders who wish to directly communicate with members of the compensation committee may do so using directors@cmegroup.com as discussed on page 12 of this proxy statement. You should read this section in conjunction with the advisory vote we are conducting on the compensation of our named executive officers under Item 3 on page 19 as it contains information that is relevant to your voting decision. Notice of Annual Meeting of Shareholders and 2018 Proxy Statement 29 CME GROUP INC.