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 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS | 3 | ||||
ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | 3 | ||||
ITEM 7.01 | REGULATION FD DISCLOSURE | 4 | ||||
ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS | 4 | ||||
SIGNATURES |
5 |
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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”
As reported below, at the 2023 Annual Meeting of Stockholders, the stockholders of Moody’s Corporation (the “Company”) approved the amendment and restatement of the Amended and Restated Moody’s Corporation 2001 Key Employees’ Stock Incentive Plan (the “2001 Plan”), which increased the number of shares authorized for issuance under the 2001 Plan by 4.0 million shares (subject to adjustment in accordance with the terms of the 2001 Plan) and extended the term of the Plan until the tenth anniversary of the date of stockholder approval. The amendment and restatement of the 2001 Plan is described in more detail in the Company’s 2023 Definitive Proxy Statement, as filed with the Securities and Exchange Commission on March 8, 2023 (the “Proxy Statement”).
The foregoing description and the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the 2001 Plan, which is attached hereto as Exhibit 10.1.
Item 5.07, “Submission of Matters to a Vote of Security Holders”
The voting results for the matters voted on at the 2023 Annual Meeting of Stockholders held on April 18, 2023 are as follows:
1. | Ten directors were elected to serve one-year terms expiring at the Company’s 2024 Annual Meeting of Stockholders as follows: |
Nominee |
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
Jorge A. Bermudez |
151,772,759 | 8,102,954 | 76,340 | 7,945,578 | ||||
Thérèse Esperdy |
157,782,610 | 2,094,431 | 75,012 | 7,945,578 | ||||
Robert Fauber |
159,034,376 | 832,390 | 85,287 | 7,945,578 | ||||
Vincent A. Forlenza |
153,293,547 | 6,550,375 | 108,131 | 7,945,578 | ||||
Kathryn M. Hill |
155,173,705 | 4,704,629 | 73,719 | 7,945,578 | ||||
Lloyd W. Howell, Jr. |
156,563,286 | 3,301,893 | 86,874 | 7,945,578 | ||||
Jose M. Minaya |
158,950,063 | 917,852 | 84,138 | 7,945,578 | ||||
Leslie F. Seidman |
155,311,437 | 4,553,809 | 86,807 | 7,945,578 | ||||
Zig Serafin |
157,578,136 | 2,294,212 | 79,705 | 7,945,578 | ||||
Bruce Van Saun |
156,290,552 | 3,582,026 | 79,475 | 7,945,578 |
2. | The amendment and restatement of the 2001 Plan was approved as follows: |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
149,131,029 | 10,166,754 | 654,270 | 7,945,578 |
3. | The ratification of KPMG LLP as the independent registered public accounting firm of the Company for the year 2023 was ratified as follows: |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
164,891,206 | 2,968,660 | 37,765 | — |
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4. | The advisory resolution approving executive compensation was approved as follows: |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
147,699,109 | 9,522,438 | 2,730,506 | 7,945,578 |
5. | Votes on the advisory resolution on the frequency of future advisory resolutions approving executive compensation were as follows: |
One Year |
Two Years |
Three Years |
Abstentions |
Broker | ||||
158,286,343 | 264,507 | 1,258,555 | 142,648 | 7,945,578 |
In light of these voting results, the Company plans to hold future advisory votes approving executive compensation annually until the next required vote on the frequency of such advisory votes, or until the Board of Directors (the “Board”) of the Company otherwise determines that a different frequency is in the best interests of the Company and its stockholders.
Item 7.01, “Regulation FD Disclosure”
In connection with the retirement of Raymond W. McDaniel, Jr. as Chairman of the Board at the 2023 Annual Meeting of Stockholders, the Board appointed Vincent A. Forlenza to serve as Chairman.
Item 9.01, “Financial Statements and Exhibits”
(d) Exhibits
10.1 | Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan. | |
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: April 21, 2023
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