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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
TABLE OF CONTENTS
| ITEM 5.03 |
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR |
3 |
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| ITEM 5.07 |
3 |
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| ITEM 9.01 |
4 |
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| 5 |
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| EXHIBIT 3.1 |
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| EXHIBIT 3.2 |
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| EXHIBIT 3.3 |
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| EXHIBIT 104 |
| Item 5.03, | “Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” |
As discussed under Item 5.07 of this Current Report on Form 8-K, at the 2020 Annual Meeting of Stockholders held on April 21, 2020 (the “2020 Annual Meeting”), stockholders of Moody’s Corporation (the “Company”) approved amendments to the Company’s Restated Certificate of Incorporation (the “Charter”) to remove supermajority voting requirements in the Charter and replace them with majority voting standards, and to adopt certain other immaterial amendments to the Charter. The amendments to the Charter became effective upon the filing of a Certificate of Amendment of Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on April 22, 2020.
In connection with approving the Charter amendments and recommending them to the Company’s stockholders for approval, and as disclosed in the Company’s 2020 proxy statement, the Board of Directors (the “Board”) approved conforming amendments to the Company’s Amended and Restated By-Laws (the “By-Laws”). The Board approved the By-Law amendments contingent upon stockholder approval and implementation of each of the related amendments to the Charter. Accordingly, the amendments to the By-Laws became effective upon the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware on April 22, 2020.
The foregoing description of the amendments to the Charter and By-Laws is not complete and is qualified in its entirety by reference to the Certificate of Amendment and the By-Laws, each dated April 22, 2020, which are filed as Exhibits 3.1 and 3.2 hereto, respectively, and incorporated herein by reference.
On April 22, 2020, the Company also filed with the Secretary of State of the State of Delaware a Restated Certificate of Incorporation (the “Restated Certificate”) that restated and integrated, but did not further amend, the Charter (as amended through the filing of the Certificate of Amendment described above). In connection with approving the Charter and By-Law amendments described above, the Board approved the Restated Certificate, contingent upon stockholder approval and implementation of the Charter amendments. The Restated Certificate was effective upon filing with the Secretary of State of the State of Delaware. The foregoing description of the Restated Certificate is qualified in its entirety by reference to the text of the Restated Certificate, which is filed as Exhibit 3.3 to this Current Report on Form 8-K.
| Item 5.07, | “Submission of Matters to a Vote of Security Holders” |
The voting results for the matters voted on at the 2020 Annual Meeting are as follows:
| 1. | Nine directors were elected to serve one-year terms expiring at the Company’s 2021 Annual Meeting of Stockholders as follows: |
| Nominee |
Votes For |
Votes Against |
Abstentions |
Broker Non- |
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| Basil L. Anderson |
153,314,804 |
7,283,725 |
209,307 |
8,986,478 |
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| Jorge A. Bermudez |
160,434,164 |
168,868 |
204,804 |
8,986,478 |
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| Thérèse Esperdy |
160,494,468 |
117,982 |
195,386 |
8,986,478 |
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| Vincent A. Forlenza |
160,433,066 |
169,269 |
205,501 |
8,986,478 |
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| Kathryn M. Hill |
158,779,673 |
1,834,128 |
194,035 |
8,986,478 |
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| Raymond W. McDaniel, Jr. |
159,020,486 |
1,596,565 |
190,785 |
8,986,478 |
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| Henry A. McKinnell, Jr., Ph.D. |
148,432,847 |
12,169,261 |
205,728 |
8,986,478 |
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| Leslie F. Seidman |
160,190,740 |
141,770 |
475,326 |
8,986,478 |
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| Bruce Van Saun |
158,953,255 |
1,647,767 |
206,814 |
8,986,478 |
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| 2(a). | The amendment to the Charter to remove supermajority voting standards for stockholder approval of future amendments to the Charter and By-Laws was approved as follows: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 159,610,445 |
989,474 |
207,917 |
8,986,478 |
| 2(b). | The amendment to the Charter to remove supermajority voting standards to remove directors was approved as follows: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 159,602,536 |
1,004,637 |
200,663 |
8,986,478 |
| 2(c). | The amendment to the Charter to remove supermajority voting standards for filling open board seats at statutorily required special meetings was approved as follows: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 159,568,783 |
961,319 |
277,734 |
8,986,478 |
| 3. | The appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year 2020 was ratified as follows: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 167,789,022 |
1,406,898 |
598,394 |
0 |
| 4. | The advisory resolution approving executive compensation was approved as follows: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 148,921,722 |
11,489,905 |
396,209 |
8,986,478 |
| Item 9.01, | “Financial Statements and Exhibits” |
(d) Exhibits
| 3.1 |
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| 3.2 |
Amended and Restated By-Laws of Moody’s Corporation, effective April 22, 2020. | |||
| 3.3 |
Restated Certificate of Incorporation of Moody’s Corporation, effective April 22, 2020. | |||
| 104 |
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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: April 27, 2020