8-K

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): October 17, 2022

MOODY’S CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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

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(d)    On October 18, 2022, Moody’s Corporation (the “Company”) announced that Mr. Jose Minaya has been elected as a member of the Company’s Board of Directors, effective as of October 17, 2022. Mr. Minaya also has been elected to serve on the Board’s Audit, Governance & Nominating and Compensation & Human Resources Committees effective October 17, 2022. With the election of Mr. Minaya, the Company’s Board will consist of eleven directors. Mr. Minaya, 51, is currently the chief executive officer of Nuveen, a TIAA Company, and has served in that role since January 2020. Prior to becoming chief executive officer, Mr. Minaya served as chief investment officer and president of Nuveen from January 2017 to January 2020. Prior to that, he led TIAA’s global real assets division, where he was responsible for setting strategy and developing investment capabilities across real estate, agriculture, timber, infrastructure, energy, private capital and alternative credit strategies. He joined TIAA as a fixed income portfolio manager in 2004. Mr. Minaya is also a member of the TIAA Executive Committee. Mr. Minaya currently serves on multiple boards including the Robert Toigo Foundation, the National Forest Foundation, the MBA Council at Dartmouth College’s Tuck School of Business (serves as Chair), as well as the Investment Company Institute.

In accordance with the Company’s director compensation plan for non-employee directors, Mr. Minaya will be paid an annual cash retainer of $105,000, payable in quarterly installments. In November 2022, he will receive an annual restricted stock unit award under the 1998 Moody’s Corporation Non-Employee Directors’ Stock Incentive Plan equivalent in value to $195,000 based on the fair market value of the Company’s common stock on the effective date of the grant, which award vests on the first anniversary of the date of grant.

A copy of the Company’s press release relating to Mr. Minaya’s election as director is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in Exhibit 99.1 shall not be incorporated by reference into future filings under the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.

The Company’s press release announcing Mr. Minaya’s election is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

(d) Exhibits

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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.

Date: October 18, 2022

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EX-99.1

Exhibit 99.1

Via BusinessWire Global

Moody’s Corporation Elects Jose Minaya to Board of Directors

New York, October 18, 2022 – Moody’s Corporation (NYSE:MCO) has elected Jose Minaya to the Company’s Board of Directors, effective October 17, 2022.

Mr. Minaya will join the Board’s Audit, Governance & Nominating and Compensation & Human Resources committees. With the election of Mr. Minaya, Moody’s Board will consist of eleven directors.

“Jose’s extensive experience with strategic investing across a variety of asset classes, as well as his impressive tenure guiding one of the world’s largest asset management companies through a series of unprecedented challenges, exemplify the valuable perspective he will bring to Moody’s Board of Directors,” said Ray McDaniel, Chairman of Moody’s Corporation. “We look forward to working with Jose and welcome him to the board.”

Mr. Minaya has served as CEO of Nuveen, a TIAA Company, since 2020, earlier serving as Chief Investment Officer and President. Prior to Nuveen, he led TIAA’s Global Real Assets division, setting strategy and developing investment capabilities across real estate, agriculture, timber, infrastructure, energy, and alternative credit strategies. Mr. Minaya is a member of TIAA’s Executive Committee, having first joined the company as a fixed income portfolio manager in 2004.

Mr. Minaya holds a BS in Finance from Manhattan College and an MBA from the Tuck School of Business at Dartmouth College. He currently serves on the Boards of the Robert Toigo Foundation, the National Forest Foundation, and the Investment Company Institute.

ABOUT MOODY’S CORPORATION

Moody’s (NYSE:MCO) is a global integrated risk assessment firm that empowers organizations to make better decisions. Its data, analytical solutions and insights help decision-makers identify opportunities and manage the risks of doing business with others. We believe that greater transparency, more informed decisions, and fair access to information open the door to shared progress. With approximately 14,000 employees in more than 40 countries, Moody’s combines international presence with local expertise and over a century of experience in financial markets. Learn more at moodys.com/about.

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