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 AND CERTAIN OFFICERS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS | 3 | ||||
| ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS | 3 | ||||
| SIGNATURES |
4 | |||||
| EXHIBIT 99.1 |
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Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 2, 2023, Mark Kaye submitted his resignation as the Executive Vice President and Chief Financial Officer of Moody’s Corporation (the “Company”), effective as of September 5, 2023.
Mr. Kaye has accepted a role as Chief Financial Officer at another company, and his departure is not related to the Company’s financial or operating results or to any disagreements with the Company regarding the Company’s financial, operational, accounting or reporting policies or practices.
The Company has begun a process to identify Mr. Kaye’s successor. The Company named its Chief Accounting Officer and Controller, Caroline Sullivan, to the additional position of interim Chief Financial Officer. Ms. Sullivan has served in her current role since December 2018. Prior to joining the Company, Ms. Sullivan served in several roles at Bank of America from 2011 to 2018, where her last position held was Managing Director and Global Banking Controller. Prior to that role, Ms. Sullivan supported the Global Wealth & Investment Management business from 2015 to 2017 in a variety of positions including Controller. Ms. Sullivan, a CPA, previously held various senior positions at several banks and a major accounting firm, and is a member of the Board of Directors of Financial Executives International.
In connection with Ms. Sullivan’s assuming the role of interim Chief Financial Officer, the Compensation & Human Resources Committee of the Company’s Board of Directors awarded Ms. Sullivan a cash bonus of $100,000, payable when the role is completed and granted Ms. Sullivan $200,000 in equity, consisting 60% of 2023 performance share units and 20% each of stock options and restricted stock units.
Item 9.01, “Financial Statements and Exhibits”
(d) Exhibits
| 99.1 | Press release of Moody’s Corporation dated August 3, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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: August 3, 2023
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