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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TABLE OF CONTENTS
| ITEM 5.03 | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR | 3 | ||||
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS | 3 | ||||
| 4 | ||||||
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| Item 5.03, | “Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” |
On December 20, 2022, the Board of Directors (the “Board”) of Moody’s Corporation (the “Company”) approved amendments to the Company’s Amended and Restated By-Laws (the “By-Laws”) to implement certain procedural requirements related to director nominations by stockholders in light of the recently adopted “universal proxy” rules of the U.S. Securities and Exchange Commission and to reflect certain other administrative changes resulting from the universal proxy rules and recent amendments to the Delaware General Corporation Law. The amendments took effect upon approval by the Board and are summarized below.
To implement the universal proxy rules, the By-Laws were amended to make certain updates addressing the submission of information by any stockholder submitting a nomination notice (other than nominations pursuant to the Company’s proxy access provision) by requiring a representation as to whether such stockholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and the procedures set forth in the By-Laws and that such stockholder will provide the Company with a certification demonstrating compliance with such requirements (Article I, Section 12). The By-Laws amendments do not otherwise change the information requirements under the By-Laws’ advance notice provisions.
Additionally, the By-Laws were amended to make certain updates to conform with Delaware law, including clarifying the adjournment procedures for virtual meetings of stockholders (Article I, Section 4) and eliminating the requirement that the list of stockholders be open to examination at meetings of stockholders (Article I, Section 9). Additional amendments make minor, clarifying or conforming language changes.
The foregoing description of the amendments to the By-Laws is qualified in its entirety by reference to the By-Laws, dated December 20, 2022, which are filed as Exhibit 3.1 hereto.
| Item 9.01, | “Financial Statements and Exhibits” |
(d) Exhibits
| 3.1 | Amended and Restated By-Laws of Moody’s Corporation, effective December 20, 2022. | |
| 104 | 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: December 21, 2022
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