.jpg)
October 10, 2000
To All Members:
Last week, the CME Board of Directors voted to defer our annual election and annual meeting until April 18, 2001. Additionally, the Board approved holding all future elections and annual meetings during the month of April.
We continue to expect a favorable tax ruling from the Internal Revenue Service that will enable us to complete the demutualization transaction overwhelmingly approved by our membership in June. The delay of that ruling makes deferral of the December election necessary in order to ensure that our next election is conducted under the new procedures. This short delay will allow us to begin the important process of streamlining our Board.
The Board believes that moving the meeting and election date to April will be beneficial for several additional reasons:
As a public company, we need to prepare and distribute an annual report regarding the Exchange’ s financial performance. This new schedule gives us the appropriate time to prepare year-end financial information for distribution in a timely fashion prior to our annual meeting.
The proxy statement accompanying the annual report, which includes information about the candidates for election to the Board and information about Exchange management, also requires significant preparation time prior to distribution. Again, the new schedule provides us with greater flexibility.
The new April schedule also conforms our election and annual meeting cycle to that of other publicly held corporations with the same fiscal year- end.
The rescheduled annual meeting is two months later than the date prescribed by the Illinois Not for Profit Corporation Act. We are assuming that we will be demutualized by that date and subject to Delaware law. If not, the Board has determined with input from Exchange counsel that we can still hold the meeting on April 18, 2001, without penalty to the Exchange.
Because our future election procedures are new and unfamiliar, we are including a detailed description of the procedures for the nomination and election to the Board of Directors in the attached letter from Ann Cresce, Corporate Secretary. (See http://www.cme.com/news/20001010ELECTION.pdf)
As you have been informed, we have scheduled open members’ meetings on October 11 and 12 to provide an update on our many initiatives, including demutualization, and to give you the opportunity to ask questions. We look forward to seeing you there.
