8-K
MOODYS CORP /DE/ (MCO)
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): August 2, 2023
MOODY’S CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-14037 | 13-3998945 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission<br>File Number) | (IRS Employer<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>Symbol(s) | Name of each exchange<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
| 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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EX-99.1
Exhibit 99.1
Moody’s Announces CFO Transition
Caroline Sullivan to Serve as Interim CFO
Reaffirms Outlook for Full Year 2023
NEW YORK – August 3, 2023 – Moody’s Corporation (NYSE: MCO) today announced that Mark Kaye will step down as Executive Vice President and Chief Financial Officer, effective September 5, 2023, to assume a CFO role at another company. At that time, Caroline Sullivan, Chief Accounting Officer & Corporate Controller, will assume the role of Interim CFO in addition to maintaining her current responsibilities.
Moody’s has initiated a search process to identify a permanent CFO and has retained a nationally recognized search firm to assist in evaluating both internal and external candidates. Mr. Kaye will remain CFO through September 5^th^ to ensure a seamless transition.
Rob Fauber, President and Chief Executive Officer of Moody’s, said, “Mark has been a trusted partner to me and an exceptional leader of our global finance team as we expanded our capabilities and accelerated our progress to become the world’s leading risk assessment firm. He played a key role in advancing initiatives that have positioned Moody’s well for the future, including incubating the ESG capabilities that are now important components of our ratings and research franchises, and in establishing our award-winning Sustainability work. On behalf of the Board and our entire team, I thank him for his many contributions and wish him well in his future endeavors.”
Mr. Fauber continued, “Across Moody’s, we’ve built an impressive team of innovators and leaders as we pilot the next generation of risk analysis to unlock deeper and more integrated insights for our customers, and deliver enhanced value for our shareholders. Importantly, we’re fortunate to have a proven leader in Caroline, who, alongside our best-in-class finance organization, will support the continued achievement of our financial priorities while the Company conducts its search for a permanent CFO.”
Mr. Kaye said, “For the past five years, it has been a privilege to work alongside such a talented finance organization and executive team as we collectively navigated the rapidly evolving market landscape, from the onset of a global pandemic to the emergence of new, exciting technologies that have the power to transform the industry. I have great confidence that Moody’s will remain on the leading edge and is well-positioned to capitalize on the opportunities ahead.”
Moody’s also reaffirmed its previously updated outlook for full year 2023, which it provided on July 25, 2023 in connection with its second quarter earnings.
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About Caroline Sullivan
Caroline Sullivan joined Moody’s in 2018 to lead its global accounting and financial reporting functions, including internal financial controls, regulatory reporting, tax and treasury. Prior to joining Moody’s, Ms. Sullivan was Global Banking Controller for Bank of America. Before joining Bank of America, Ms. Sullivan was at Morgan Stanley for six years and held a variety of controllership roles in New York and Hong Kong. She started her accounting career at EY. Ms. Sullivan holds an MBA from Seton Hall University and a Bachelor of Education from Dublin City University, St. Patrick’s College. She is a CPA, a Board Member for Financial Executives International (FEI) and Chair of the FEI Committee for the Financial Accounting Reporting Roundtable (FARR).
About Moody’s Corporation
Moody’s (NYSE: MCO) is a global 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 14,500 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.
SHIVANI KAK
Investor Relations
212.553.0298
shivani.kak@moodys.com
MICHAEL ADLER
Corporate Communications
212.553.4667
michael.adler@moodys.com
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