UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Emerging growth company
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TABLE OF CONTENTS
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| ITEM 9.01 |
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| Item 5.02, | “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” |
(b) On October 21, 2019, Moody’s Corporation (the “Company”) entered into a letter agreement with Mark Almeida in connection with the Company’s previous announcement that Mr. Almeida will be leaving his position as President of Moody’s Analytics, effective November 1, 2019 (the “Agreement”).
The Agreement provides that Mr. Almeida will serve as a Special Advisor through December 31, 2020. During this advisory period, Mr. Almeida will continue to be paid his base salary at its current rate, will earn an annual cash incentive bonus in respect of 2019 and 2020, each payable based on target performance, and will be eligible for a 2020 long-term incentive award with a grant date value equal to that of the long-term incentive award he received in 2019. Following the advisory period, Mr. Almeida will receive benefits under the Company’s defined benefit pension plans and equity plans as described in Moody’s 2019 Proxy Statement, and the Company has agreed to waive the one year post-grant service requirement applicable to his 2019 and 2020 long-term incentive awards under the Moody’s Corporation 2001 Amended and Restated Key Employee Stock Incentive Plan. The Agreement also contains customary confidentiality, non-competition, cooperation and non-solicitation covenants and release of claims, and the benefits described above are conditioned on Mr. Almeida’s compliance with such obligations.
A copy of the Agreement is attached as Exhibit 10.1 to this Current Report and the foregoing description is qualified by reference to such exhibit.
| Item 9.01, | “Financial Statements and Exhibits” |
(d) Exhibits
| 10.1 |
Transition Agreement between the Company and Mark Almeida, dated October 21, 2019. | |||
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The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MOODY’S CORPORATION | ||
| By: |
/s/ Elizabeth M. McCarroll | |
| Elizabeth M. McCarroll | ||
| Corporate Secretary and Associate General Counsel | ||
Date: October 25, 2019
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