UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 1, 2013
McGRAW HILL FINANCIAL, INC.
(Exact Name of Registrant as Specified in its Charter)
| New York | 1-1023 | 13-1026995 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1221 Avenue of the Americas,
New York, New York 10020
(Address of Principal Executive Offices) (Zip Code)
(212) 512-2000
(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)) |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 1, 2013, McGraw Hill Financial, Inc. (f/k/a The McGraw-Hill Companies, Inc.) (the “Company”) held its Annual Meeting of Shareholders (the “2013 Annual Meeting”). As described in Item 5.07 of this Current Report on Form 8-K, at the 2013 Annual Meeting, the Company’s shareholders voted on and approved an amendment to the Company’s Restated Certificate of Incorporation to change the name of the Company to “McGraw Hill Financial, Inc.” from “The McGraw-Hill Companies, Inc.” The Company filed a Certificate of Amendment of the Company’s Certificate of Incorporation, as approved by the Company’s shareholders, with the Department of State of the State of New York on May 1, 2013.
A copy of the Certificate of Amendment of the Company’s Certificate of Incorporation, dated May 1, 2013, is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The following is a summary of the voting results for each matter presented to shareholders at the 2013 Annual Meeting.
Proposal 1: Election of Directors
The Company’s shareholders elected the persons nominated as Directors of the Company as set forth below:
| Nominees |
For | Against | Abstain | Broker Non-Votes | ||||||||||
| Pedro Aspe |
227,990,301 | 4,815,774 | 407,310 | 17,879,757 | ||||||||||
| Sir Winfried Bischoff |
228,416,058 | 3,975,399 | 822,128 | 17,879,757 | ||||||||||
| William D. Green |
232,256,230 | 583,161 | 394,194 | 17,879,757 | ||||||||||
| Charles E. Haldeman, Jr. |
231,828,725 | 1,004,721 | 379,948 | 17,879,757 | ||||||||||
| Linda Koch Lorimer |
227,597,199 | 4,865,272 | 751,114 | 17,879,757 | ||||||||||
| Harold McGraw III |
226,369,563 | 5,482,979 | 1,361,043 | 17,879,757 | ||||||||||
| Robert P. McGraw |
229,711,317 | 3,175,858 | 326,410 | 17,879,757 | ||||||||||
| Hilda Ochoa-Brillembourg |
232,013,379 | 837,617 | 361,865 | 17,879,757 | ||||||||||
| Sir Michael Rake |
231,961,550 | 873,902 | 378,123 | 17,879,757 | ||||||||||
| Edward B. Rust Jr. |
209,357,606 | 23,517,349 | 338,630 | 17,879,757 | ||||||||||
| Kurt L. Schmoke |
231,114,488 | 1,741,462 | 357,635 | 17,879,757 | ||||||||||
| Sidney Taurel |
228,558,473 | 3,902,183 | 752,929 | 17,879,757 | ||||||||||
| Richard E. Thornburgh |
231,183,595 | 1,696,157 | 333,833 | 17,879,757 | ||||||||||
Proposal 2: Vote to amend the Company’s Restated Certificate of Incorporation to change the name of the Company to “McGraw Hill Financial, Inc.” from “The McGraw-Hill Companies, Inc.”:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 249,675,408 |
913,536 | 504,398 | 0 |
Proposal 3: Vote to approve, on an advisory basis, the executive compensation program for the Company’s named executive officers:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 224,920,061 |
7,011,042 | 1,282,038 | 17,879,757 |
Proposal 4: Vote to ratify the appointment of Ernst & Young LLP as the Company’s independent Registered Public Accounting Firm for 2013:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 246,652,744 |
3,289,569 | 1,151,029 | 0 |
Proposal 5: Shareholder proposal requesting shareholder action by written consent:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 106,353,128 |
124,265,958 | 2,594,087 | 17,879,757 |
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description of Exhibit
3.1. Certificate of Amendment of the Certificate of Incorporation of the Company
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Form 8-K Report to be signed on its behalf by the undersigned hereunto duly authorized.
| McGRAW HILL FINANCIAL, INC. | ||
| By: | /s/ Kenneth Vittor | |
| Kenneth Vittor Executive Vice President and General Counsel | ||
Dated: May 6, 2013