SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by a Party other than the Registrant [ ]
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[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as permitted
[ ] Definitive Proxy Statement by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
Chicago Mercantile Exchange Holdings Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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On January 24, 2003, Chicago Mercantile Exchange Holdings Inc.
distributed the following communication to its shareholders:
[Chicago Mercantile Exchange Holdings Inc. Logo]
Kathleen M. Cronin, Esq.
Corporate Secretary
PHONE: 312 / 930-3488
FAX: 312 / 930-3233
kcronin@cme.com
January 24, 2003
To: Our Class B Shareholders
Re: Class B Director Nominees
As you may know, our Class B 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 April 22, 2003, at 3:30 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. The proxy statement will identify and contain information about
the seven director nominees selected by the Board of Directors to be elected
by the holders of Class A and Class B shares of common stock voting together
at the Annual Meeting. In the meantime, we would like to take this opportunity
to inform you of the Class B director nominees selected by our Class B
nominating committees and review the petitioning process for Class B director
nominees. Additional information regarding the Class B director nominees will
be contained in the proxy statement. 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.
At this Annual Meeting one director will be elected by the holders of
Class B-1 shares; one director will be elected by the holders of Class B-2
shares; and one director will be elected by the holders of Class B-3 shares.
The nominating committees for the Class B-1, Class B-2 and Class B-3 shares
have each submitted two nominees for the director position.
Class B-1 Nominating Committee Recommendations
One director will be elected by the holders of the Class B-1 shares
at the next Annual Meeting. The Class B-1 Nominating Committee has selected
the following two nominees for this position:
Thomas Bentley
William G. Salatich, Jr.
Class B-2 Nominating Committee Recommendations
One director will be elected by the holders of the Class B-2 shares
at the 2003 Annual Meeting. The Class B-2 Nominating Committee has selected
the following two nominees for this position:
Richard J. Appel
David J. Wescott
Class B-3 Nominating Committee Recommendations
One director will be elected by the holders of the Class B-3 shares
at the 2003 Annual Meeting. The Class B-3 Nominating Committee has selected
the following nominees for this position:
Gary M. Katler
Thomas J. Esposito
Petitioning Process
As in past years, and pursuant to the terms of our bylaws, a holder
of Class B-1, B-2 or B-3 shares, who has not been nominated by the applicable
Class B nominating committee may nonetheless have his or her name placed in
nomination by submitting a nomination signed by the holders of at least 100
Class B-1 shares, 100 Class B-2 shares or 150 Class B-3 shares, respectively,
to be included as a nominee for a particular class. 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 Monday, February 3, 2003.
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,
/s/ Kathleen M. Cronin
Kathleen M. Cronin
Corporate Secretary
Cc: Board of Directors
Craig S. Donohue
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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 2003 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.