8-K
MOODYS CORP /DE/ (MCO)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 20, 2021
MOODY’S CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-14037 | 13-3998945 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
7 World Trade Center at 250 Greenwich Street
New York, New York 10007
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (212) 553-0300
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<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | MCO | New York Stock Exchange |
| 1.75% Senior Notes Due 2027 | MCO 27 | New York Stock Exchange |
| 0.950% Senior Notes Due 2030 | MCO 30 | New York Stock Exchange |
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
TABLE OF CONTENTS
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | 3 |
|---|---|---|
| SIGNATURES | 4 |
Table of Contents
Item 5.07, “Submission of Matters to a Vote of Security Holders”
The voting results for the matters voted on at the 2021 Annual Meeting of Stockholders of Moody’s Corporation (the “Company”) held on April 20, 2021 are as follows:
| 1. | Nine directors were elected to serve one-year terms expiring at the Company’s 2022 Annual Meeting of Stockholders as follows: | |||||||
|---|---|---|---|---|---|---|---|---|
| Nominee | Votes For | Votes Against | Abstentions | Broker<br>Non-Votes | ||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Jorge A. Bermudez | 160,274,267 | 700,401 | 91,907 | 8,352,784 | ||||
| Thérèse Esperdy | 152,393,363 | 8,584,493 | 88,719 | 8,352,784 | ||||
| Robert Fauber | 160,640,346 | 336,021 | 90,208 | 8,352,784 | ||||
| Vincent A. Forlenza | 149,284,879 | 11,394,424 | 387,272 | 8,352,784 | ||||
| Kathryn M. Hill | 154,757,799 | 6,218,140 | 90,636 | 8,352,784 | ||||
| Lloyd W. Howell, Jr. | 160,633,912 | 343,187 | 89,476 | 8,352,784 | ||||
| Raymond W. McDaniel, Jr. | 154,982,305 | 5,988,265 | 96,005 | 8,352,784 | ||||
| Leslie F. Seidman | 159,685,989 | 792,463 | 588,123 | 8,352,784 | ||||
| Bruce Van Saun | 158,822,541 | 2,151,871 | 92,163 | 8,352,784 | ||||
| 2. | The appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year 2021 was ratified as follows: | |||||||
| --- | --- | |||||||
| Votes For | Votes Against | Abstentions | Broker<br>Non-Votes | |||||
| --- | --- | --- | --- | --- | --- | |||
| 166,528,324 | 2,269,915 | 621,120 | n/a | |||||
| 3. | The advisory resolution approving executive compensation was approved as follows: | |||||||
| --- | --- | |||||||
| Votes For | Votes Against | Abstentions | Broker<br>Non-Votes | |||||
| --- | --- | --- | --- | --- | --- | --- | ||
| 148,389,983 | 12,183,463 | 493,129 | 8,352,784 | |||||
| 4. | The advisory “Say-on-Climate Plan” resolution approving the Company’s 2020 Decarbonization Plan was approved as follows: | |||||||
| --- | --- | |||||||
| Votes For | Votes Against | Abstentions | Broker<br>Non-Votes | |||||
| --- | --- | --- | --- | --- | --- | |||
| 158,071,836 | 1,898,512 | 9,449,011 | n/a |
Table of Contents
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 26, 2021