8-K
S&P Global Inc. (SPGI)
View as plain text
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):June 22, 2022
S&P GlobalInc.
(Exact Name of Registrant as specified in itscharter)
| New York | 1-1023 | 13-1026995 |
|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (Commission<br><br> <br><br><br> <br>File No.) | (IRS Employer<br><br> <br><br><br> <br>Identification No.) |
| 55 Water Street, New York, New York 10041 | ||
| (Address of Principal Executive Offices) (Zip Code) |
(212) 438-1000
(Registrant’s telephone number, includingarea 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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br> <br><br><br> <br>Symbol | Name of Exchange<br><br> <br>on which registered |
|---|---|---|
| Common stock (par value $1.00 per share) | SPGI | 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 ☐
Item 5.02. Departure of Directors or Certain Officers; Electionof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On June 28, 2022, S&P Global Inc. (the “Company”) announced that John L. Berisford, a named executive officer of the Company, will be leaving the Company; it is anticipated that his employment will end in December 2022.
In connection with Mr. Berisford’s departure, on June 22, 2022, the Compensation and Leadership Development Committee of the Board of Directors of the Company agreed that he will receive, subject to his execution of a general release of claims against the Company, (i) an amount equal to two times his base salary and annual target bonus, a portion of which will be paid in installments over the one-year period following his departure and a portion of which will be payable in a lump sum following the one-year anniversary of his departure, (ii) accelerated vesting of any equity awards granted to him prior to March 1, 2022 (other than his “Founders Grant”, as described in the Company’s 2022 proxy statement, which will be forfeited), (iii) prorated service vesting of any equity awards granted to him on March 1, 2022 (subject to any remaining performance vesting), (iv) one year of medical, dental, vision and life insurance benefits continuation, following which he will receive a $65,000 payment for purposes of obtaining such benefits independently and (v) a cash retainer equal to $2,000,000, payable in equal monthly installments over the two-year period following his departure, subject to his (x) providing transition services to the Company (including remaining on the board of directors of CRISIL for a transition period) and (y) execution of additional non-competition restrictions.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K Report to be signed on its behalf by the undersigned hereunto duly authorized.
| S&P Global Inc. | |||
|---|---|---|---|
| Dated: June 28, 2022 | |||
| By: | /s/ Alma Rosa Montanez | ||
| Name: | Alma Rosa Montanez | ||
| Title: | Assistant Corporate Secretary & Chief Corporate Counsel |
Exhibit 99.1
S&P Global Announces Transition of John Berisford to ExecutiveAdvisor
New York, June 28, 2022 – S&P Global (NYSE: SPGI) today announced that John Berisford will assume a transitional role as executive advisor ahead of his departure from the Company in December 2022. In addition, he will continue to serve as Chairman of the Board of CRISIL. Berisford, previously President of S&P Global Ratings, has led S&P Global’s Integration Management Office since the close of the Company’s merger with IHS Markit in February 2022.
“John has been a transformative leader through a period of impressive growth and innovation for the Ratings business, and an invaluable colleague through the evolution of S&P Global for more than a decade,” said Douglas L. Peterson, President and Chief Executive Officer. “John’s contributions paved the way for so much of the strategic foresight, innovation and pivotal investment at the foundation of the thriving company we know today. His leadership of the merger’s Integration Management Office served as the fitting capstone of an extraordinary chapter with the Company, and we are fortunate to benefit from his insights and advice during his transition.”
Berisford joined the McGraw Hill Companies in 2011 and served as Executive Vice President of Human Resources. He quickly established a reputation as an exceptional strategist and business leader. He served as one of the driving forces behind the Company’s transformation from a well-established publishing and media conglomerate with a disparate group of assets into a leading global information services provider with a clear vision and focus on providing best-in-class data and analytics.
“It has been my great privilege to contribute to the growth and performance of this Company over the last eleven years,” said John Berisford. “Leading the Ratings division was an unforgettable career highlight, and I am proud of the legacy we built as a team. I look forward to working closely with the S&P Global leadership team during this transition.”
Prior to joining S&P Global, John had a successful 22-year career with PepsiCo. Starting as a campus hire, he rose to become the Chief Human Resources Officer at the Pepsi Bottling Group after its initial public offering. He also helped lead the successful integration of the bottling business into PepsiCo in 2009 before leaving to join the McGraw Hill Companies.
About S&P Global
S&P Global (NYSE: SPGI) provides essential intelligence. We enable governments, businesses and individuals with the right data, expertise and connected technology so that they can make decisions with conviction. From helping our customers assess new investments to guiding them through ESG and energy transition across supply chains, we unlock new opportunities, solve challenges and accelerate progress for the world.
We are widely sought after by many of the world's leading organizations to provide credit ratings, benchmarks, analytics and workflow solutions in the global capital, commodity and automotive markets. With every one of our offerings, we help the world's leading organizations plan for tomorrow, today. For more information, visit www.spglobal.com.
Investor Relations:
Mark Grant
Tel: +1 347 640 1521
mark.grant@spglobal.com
Media:
Ola Fadahunsi
Tel: +1 212 438 2296
ola.fadahunsi@spglobal.com