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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
February 4, 2002
CHICAGO MERCANTILE EXCHANGE HOLDINGS INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-32645 36-4459170
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
30 South Wacker Drive, Chicago, Illinois 60606
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (312) 930-1000
N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 9. Regulation FD Disclosure.
On February 4, 2002, Chicago Mercantile Exchange Holdings Inc.
distributed to its shareholders a letter announcing that April 17, 2002,
has been set as the date for the company's annual meeting of shareholders.
The letter also announced the director nominees selected by the company's
nominating committee, briefly explained a charter amendment to be presented
for a vote of shareholders and reviewed the petitioning process for
divisional director nominees.
A copy of the letter, dated February 4, 2002, is attached hereto
as Exhibit 99.1.
EXHIBIT INDEX
Exhibit
Number Description
99.1 Letter to Shareholders, dated February 4, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
CHICAGO MERCANTILE EXCHANGE HOLDINGS INC.
Registrant
Date: February 5, 2002 By: /s/ C.S. Donohue
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Craig S. Donohue
Managing Director and Chief
Administrative Officer
EXHIBIT 99.1
[Chicago Mercantile Exchange Holdings Inc. Logo]
Ann M. Cresce, Esq.
Corporate Secretary
PHONE: 312 / 930-3488
FAX: 312 / 930-3233
acresce@cme.com
February 4, 2002
To: Our Shareholders and Members
Re: Annual Meeting Date and Director Nominees
As you may know, our nominating committees recently completed
their interview and selection processes for nominees for election to our
Board of Directors at this year's Annual Meeting of Shareholders. The
Annual Meeting will be held on Wednesday, April 17, 2002, at 4:00 p.m.,
Chicago time, in the Grand Ballroom of The Westin Chicago River North
Hotel, located at 320 North Dearborn, Chicago, Illinois.
In the coming weeks, you will receive a proxy statement from our
Board of Directors relating to the Annual Meeting. You will also receive a
copy of our Annual Report. The proxy statement will contain detailed
information about the proposals to be presented to a vote of shareholders
at the meeting, including proposals relating to the election of directors.
In the meantime, we would like to take this opportunity to inform you of
the director nominees selected by our nominating committees, briefly
explain a proposed charter amendment that will be presented to a vote of
our shareholders at the Annual Meeting and review the petitioning process
for divisional director nominees. We are not asking for your proxy at this
time and will only do so after we have mailed our proxy statement to our
shareholders.
In connection with our demutualization, our Board undertook to
streamline the Board in a two-step process. The first step occurred at the
Annual Meeting of Shareholders held in April 2001, at which our Board was
reduced from 39 directors to 30 directors. The second step will occur at
this year's Annual Meeting, at which we are required, under the terms of
our charter, to further reduce the size of our Board to 19 directors. Under
the terms of our charter, six of our 19 directors are required to be
elected by only the holders of Class B shares and the remaining 13 are
elected by the Class A and Class B shareholders (we refer to these
directors as "Class A/B Directors"). A total of ten directors will be
elected at the 2002 Annual Meeting. Seven Class A/B Directors will be
elected by all Class A and Class B shareholders voting together as a single
class; two directors will be elected by the holders of Class B-1 shares;
and one director will be elected by the holders of Class B-2 shares.
Board Nominating Committee Slate
Set forth below is the Board Nominating Committee's slate of
candidates, which was unanimously ratified by the full Board of Directors:
Class A/B Directors (Elected by Class A and Class B shareholders)
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nominees for the election of seven directors
Timothy R. Brennan
Martin J. Gepsman
Scott Gordon
Leo Melamed
John D. Newhouse
Myron S. Scholes
William R. Shepard
Proposed Charter Amendment
This year, the Board Nominating Committee was charged with the
formidable task of nominating seven candidates to our Board. In conducting
the nominating process for Class A/B directors, the Board Nominating
Committee reviewed numerous candidates and concluded that creating a Board
that fully and appropriately represented the broad and diverse interests of
our shareholders and corporate objectives, and which provided for
management representation, was difficult given the limitation on the number
of Class A/B directors.
In order to ensure management representation on the Board, the
Board Nominating Committee recommended that our Board approve an amendment
to our charter that would increase the size of our Board to allow for one
additional Class A/B Director. The nominating committee further recommended
that our Board appoint Jim McNulty, our President and Chief Executive
Officer, to fill the vacancy that would be created by the new directorship.
This appointment would be made following the first organizational meeting
of our Board elected at the Annual Meeting. The term of the newly created
directorship would expire at the Annual Meeting of Shareholders to be held
in April 2003 (at which time Mr. McNulty would be required to stand for
re-election). The nominating committee also recommended that our bylaws be
amended to require that, in the future, our nominating committee include
the Chief Executive Officer among its nominees for Class A/B Directors.
In connection with accepting the nominating committee's proposed
slate of candidates, the Board unanimously approved the proposed charter
amendment and directed that it be put to a vote of our shareholders at the
Annual Meeting. The Board also unanimously approved the proposed amendment
to our bylaws, though the bylaw amendment will only be effective if our
shareholders approve the charter amendment.
Class B-1 and Class B-2 Nominating Committee Recommendations
After reviewing numerous qualified candidates, the Class B-1 and
Class B-2 Nominating Committees selected the following nominees for
election to our Board of Directors:
CME Division (elected by Class B-1 shareholders)
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nominees for the election of two directors
Leslie Henner Burns
Robert L. Haworth
Howard J. Siegel
Jeffrey L. Silverman
IMM Division (elected by Class B-2 shareholders)
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nominees for the election of one director
Patrick B. Lynch
Patrick J. Mulchrone
Petitioning Process
As in past years, and pursuant to the terms of our bylaws, an
individual who has not been nominated by a divisional nominating committee
may nonetheless have his or her name placed in nomination in a division by
submitting a nomination signed by the holders of at least 100 Series B-1
shares, in the case of the CME Division, or 100 Series B-2 shares, in the
case of the IMM Division. As required by our bylaws, nominations must be
submitted in writing and accompanied by a description of the proposed
nominee's qualifications and other relevant biographical information and
evidence of the consent of the proposed nominee.
Prospective candidates who comply with the petition procedures
will be included in the company's proxy statement to be distributed to
shareholders in connection with the Annual Meeting. In order to be included
in the proxy statement, all petitions must be submitted to me in the Office
of the Secretary, prior to 5:00 p.m., Chicago time, on Friday, February 15,
2002.
If you have any questions about the nomination or election process
or the Annual Meeting, please feel free to call me at (312) 930-3488. We
look forward to seeing you at the Annual Meeting.
Very truly yours,
Ann M. Cresce
Corporate Secretary
*****
Chicago Mercantile Exchange Holdings Inc. plans to file with the
Securities and Exchange Commission and mail a proxy statement to our
shareholders containing information about the company and certain proposals
to be presented to a vote of shareholders at its 2002 Annual Meeting.
Shareholders of Chicago Mercantile Exchange Holdings Inc. should read the
proxy statement carefully when it becomes available because it will contain
important information about the proposals to be considered at the Annual
Meeting, the persons soliciting proxies related to the proposals, their
interests in the proposals and related matters.
Shareholders can obtain free copies of the proxy statement when it
becomes available by contacting the Shareholder Relations and Membership
Services Department, Chicago Mercantile Exchange Holdings Inc., 30 South
Wacker Drive, Chicago, Illinois 60606. Shareholders will be able to obtain
free copies of the proxy statement filed by Chicago Mercantile Exchange
Holdings Inc. with the Securities and Exchange Commission in connection
with the Annual Meeting at the Securities and Exchange Commission's web
site at www.sec.gov. In addition to the proxy statement, Chicago Mercantile
Exchange Holdings Inc. files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange
Commission, which are also available at the Securities and Exchange
Commission's web site at www.sec.gov.
Chicago Mercantile Exchange Holdings Inc. and its directors,
executive officers and certain members of management and other employees
may be deemed to be participants in the solicitation of proxies of Chicago
Mercantile Exchange Holdings Inc.'s shareholders to approve the proposals.
These individuals may have interests in the proposals. A detailed list of
the names, affiliations and interests of the participants in the
solicitation will be contained in the proxy statement.