View:
United States securities and exchange commission logo
September 21, 2022
Terrence A. Duffy
Chief Executive Officer
CME Group Inc.
20 South Wacker Drive
Chicago, Illinois 60606
Re: CME Group Inc.
Definitive Proxy
Statement on Schedule 14A
Filed March 17,
2022
File No. 001-31553
Dear Mr. Duffy:
We have limited our review of your most recent definitive proxy
statement to those issues
we have addressed in our comments.
Please respond to these comments by confirming that you will
enhance your future proxy
disclosures in accordance with the topics discussed below as well as any
material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of
Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed March 17, 2022
General
1. Please expand your
discussion of the reasons you believe that your leadership structure is
appropriate, addressing
your specific characteristics or circumstances. In your discussion,
please also address how
the experience of your Lead Director is brought to bear in
connection with your
board s role in risk oversight.
2. Please expand upon the
role that your Lead Director plays in the leadership of the board.
For example, please
enhance your disclosure to address whether or not your Lead Director
may:
represent the board
in communications with shareholders and other stakeholders; and
require board
consideration of, and/or override your CEO on, any risk matters.
3. Please expand upon how
your board administers its risk oversight function. For example,
please disclose:
the specific risks
over which the board elected to retain direct oversight responsibility
and why oversight
of those risks was not assigned to a board committee;
the timeframe over
which you evaluate risks (e.g., short-term, intermediate-term, or
Terrence A. Duffy
CME Group Inc.
September 21, 2022
Page 2
long-term) and how you apply different oversight standards based
upon the
immediacy of the risk assessed;
whether you consult with outside advisors and experts to
anticipate future threats and
trends, and how often you re-assess your risk environment;
how the board interacts with management to address existing
risks and identify
significant emerging risks;
whether you have a Chief Compliance Officer and to whom this
position reports; and
how your risk oversight process aligns with your disclosure
controls and procedures.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Amanda Ravitz at 202-551-3412 or Barbara Jacobs at
202-551-3735 with
any questions.
FirstName LastNameTerrence A. Duffy Sincerely,
Comapany NameCME Group Inc.
Division of
Corporation Finance
September 21, 2022 Page 2 Disclosure
Review Program
FirstName LastName