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
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
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 | ||||
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS | 3 | ||||
4 | ||||||
2
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. |
3
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
4