SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

[Amendment No.    ]

Filed by the Registrant  ☒                Filed by a Party other than the Registrant  ☐

Check the appropriate box:

MOODY’S CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION

		March 15, 2017[●], 2020

Dear Stockholder:

You are cordially invited to attend the 20172020 Annual Meeting of Stockholders of Moody’s Corporation to be held on Tuesday, April 25, 2017,21, 2020, at 9:30 a.m. EDT at the Company’s principal executive offices at 7 World Trade Center at 250 Greenwich Street, New York, New York.York 10007.

The Notice of Annual Meeting and Proxy Statement accompanying this letter describe the business to be acted upon at the meeting. The Annual Report for the year ended December 31, 20162019 is also enclosed.

On March 15, 2017,[●], 2020, we mailed to many of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our 20172020 Proxy Statement and 20162019 Annual Report and vote online. The Notice included instructions on how to request a paper ore-mail copy of the proxy materials, including the Notice of Annual Meeting, Proxy Statement, Annual Report, and proxy card or voting instruction card. Stockholders who requested paper copies of the proxy materials or previously elected to receive the proxy materials electronically did not receive a Notice and will receive the proxy materials in the format requested.

Your vote is important. Whether or not you plan to attend the annual meeting, we encourage you to review the proxy materials and hope you will vote as soon as possible. You may vote by proxy over the Internet or by telephone by using the instructions provided in the Notice. Alternatively, if you requested and received paper copies of the proxy materials by mail, you can also vote by mail by following the instructions on the proxy card or voting instruction card. Voting over the Internet, by telephone or by written proxy or voting instruction card will ensure your representation at the annual meeting regardless of whether you attend in person. Instructions regarding the three methods of voting are contained in the Notice or proxy card or voting instruction card.

Sincerely,
Henry A. McKinnell, Jr. Chairman of the Board		Raymond W. McDaniel, Jr. President and Chief Executive Officer

MOODY’S CORPORATION

7 World Trade Center

250 Greenwich Street

New York, New York 10007

NOTICE OF 20172020 ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

The 20172020 Annual Meeting of Stockholders of Moody’s Corporation will be held on Tuesday, April 25, 2017,21, 2020, at 9:30 a.m. EDT at the Company’s offices at 7 World Trade Center at 250 Greenwich Street, New York, New York, for the following purposes, all as more fully described in the accompanying Proxy Statement:

and

The Board of Directors of the Company has fixed the close of business on February 28, 201724, 2020 as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting.

By Order of the Board of Directors,

Jane B. ClarkElizabeth M. McCarroll Corporate Secretary and Associate General Counsel

March 15, 2017[●], 2020

IMPORTANT VOTING INFORMATION

Your Participation in Voting the Shares You Own Is Important

If you are the beneficial owner of your shares (meaning that your shares are held in the name of a bank, broker or other nominee), you may receive a Notice of Internet Availability of Proxy Materials from that firm containing instructions that you must follow in order for your shares to be voted. Certain institutions offer telephone and Internet voting. If you received the proxy materials in paper form, the materials include a voting instruction card so you can instruct the holder of record on how to vote your shares. The firm that holds your shares is not permitted to vote on the matters to be considered at the 20172020 Annual Meeting of Stockholders, other than to ratify the appointment of KPMG LLP, unless you provide specific instructions by following the instructions from your broker about voting your shares by telephone or Internet or completing and returning the voting instruction card. For your vote to be counted in the election of directors, on the advisory resolution approving executive compensation,amendments to the Restated Certificate of Incorporation to remove supermajority voting standards, and on the advisory resolution on the frequency of future advisory resolutions approving executive compensation, you will need to communicate your voting decisions to your bank, broker or other holder of record before the date of the annual meeting.

Voting your shares is important to ensure that you have a say in the governance of the Company and to fulfill the objectives of the majority votingmajority-voting standard that Moody’s Corporation applies in the election of directors. Please review the proxy materials and follow the relevant instructions to vote your shares. We hope you will exercise your rights and fully participate as a stockholder in the future of Moody’s Corporation.

More Information Is Available

If you have any questions about the voting of your shares or the proxy voting process in general, please contact the bank, broker or other nominee through which you hold your shares. The SEC also has a website (http://www.sec.gov/spotlight/proxymatters.shtml) with more information about voting at annual meetings. Additionally, you may contact the Company’s Investor Relations Department by sending ane-mail toir@moodys.com.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 25, 201721, 2020

The Proxy Statement and the Company’s 20162019 Annual Report to Stockholders are available at https://materials.proxyvote.com/615369. Your vote is very important. Whether or not you plan to attend the annual meeting, we hope you will vote as soon as possible. You may vote your shares via a toll-free telephone number or over the Internet as instructed in the Notice of Internet Availability of Proxy Materials. Alternatively, if you received a paper copy of a proxy or voting instruction card by mail, you may submit your proxy or voting instruction card for the annual meeting by completing, signing, dating and returning your proxy or voting instruction card in thepre-addressed envelope provided. No postage is required if the card is mailed in the United States. If you attend the meeting, you may vote in person, even if you have previously returned your proxy or voting instruction card or voted by telephone or the Internet.

TABLE OF CONTENTS

i

i

ii

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION

PROXY STATEMENT SUMMARY

2020 ANNUAL MEETING OF STOCKHOLDERSINFORMATION

OF MOODY’S CORPORATION

General

This Proxy Statement is being furnished to the holders of the common stock, par value $0.01 per share (the “Common Stock”), of Moody’s Corporation (“Moody’s” or the “Company”) in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board of Directors” or the “Board”) for use in voting at the 2020 Annual Meeting of Stockholders or any adjournment or postponement thereof (the “Annual Meeting”). The Annual Meeting will be held on Tuesday, April 25, 2017, at 9:30 a.m. EDT atThis summary highlights certain information from this Proxy Statement. You should read the Company’s principal executive offices located at 7 World Trade Center at 250 Greenwich Street, New York, New York 10007. entire Proxy Statement carefully before voting.

To obtain directions to attend the Annual Meeting and vote in person, please contact the Company’s Investor Relations Department by sending ane-mail toir@moodys.com. This Proxy Statement and the accompanying proxy card are first being made available to stockholders on or about March 15, 2017.[●], 2020. The Company’s telephone number is(212)  553-0300.

MATTERS TO BE VOTED ON AT THE ANNUAL MEETING

HOW TO VOTE

In addition to voting in person at the Annual Meeting, Admissionstockholders of record can vote by proxy by following the instructions in the Notice and using the Internet or by calling the toll-free telephone number that is available on the Internet. Alternatively, stockholders of record who requested a paper copy of the proxy materials can vote by proxy by mailing their signed proxy cards. The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly.

If your shares are held in the name of a bank, broker or other nominee, you may receive a Notice from that firm containing instructions that you must follow in order for your shares to be voted. Certain institutions offer

telephone and Internet voting. If you received the proxy materials in paper form, the materials include a voting instruction card so you can instruct the holder of record on how to vote your shares. If you wish to vote in person at the Annual Meeting, you must obtain a legal proxy from the bank, broker or other nominee that holds your shares. For additional information, including voting procedures for certain current and former employees, see “Information about the Annual Meeting, Proxy Voting and Other Information” on page 70.

ANNUAL MEETING ADMISSION

Stockholders will need an admission ticket to enter the Annual Meeting. For stockholders of record, an admission ticket is available over the Internet, or, if you requested paper copies, you will receive a printed proxy card and a printed admission ticket. If you plan to attend the Annual Meeting in person, please retain and bring the admission ticket.

If you are the beneficial owner of your shares (meaning that your shares are held in the name of a bank, broker or other nominee) and you plan to attend the Annual Meeting in person, you may obtain an admission ticket in advance by sending a written request, along with proof of share ownership such as a bank or brokerage account statement, to the Corporate Secretary of the Company at 7 World Trade Center at 250 Greenwich Street, New York, New York 10007. An admission ticket is also available over the Internet. Stockholders who do not have admission tickets will be admitted following verification of ownership at the door.

Internet AvailabilityCORPORATE GOVERNANCE HIGHLIGHTS

DIRECTOR NOMINEE HIGHLIGHTS

The Company strives to maintain a Board that possesses a combination of Proxy Materials

Under U.S. Securitiesskills, professional experience, and Exchange Commission (the “SEC”) rules, we are furnishing proxy materialsdiversity of backgrounds and tenure necessary to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to stockholders. On March 15, 2017, we mailed to our stockholders (other than those who previously requestede-mail or paper delivery) a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access and review our proxy materials, including this Proxy Statement andeffectively oversee the Company’s business. In addition, the Board amended the Company’s Corporate Governance Principles in 2019 to include a commitment that, as part of the search process for each new director, the Governance & Nominating Committee will include women and minorities in the pool of candidates (and instruct any search firm the Committee engages to do so) (often called a “Rooney Rule”). Nine of the ten directors currently serving are standing for election at the Annual Report. These materials are available at: https://materials.proxyvote.com/615369. The Notice also instructs you on howMeeting. Gerrit Zalm will not stand for reelection to access your proxy card to vote through the Internet or by telephone.

This process is designed to expedite stockholders’ receipt of proxy materials, lower the cost ofBoard at the Annual Meeting and help conserve natural resources. If you received a Notice by mail, you will not receive a printed copy ofretire from the proxy materials unless you request one. If you would prefer to receive printed proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials viae-mail unless you elect otherwise.

Record Date

The Board of Directors has fixed the close of business on February 28, 2017 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at the Annual Meeting. Asend of his current term. Information regarding the closedirector nominees is provided below.

✓ Independent                C: Chairman of business on the Record Date, there were 191,019,512 sharesCommittee                M: Member of Common Stock outstanding. Each holder of Common Stock entitled to vote at the Annual Meeting will be entitled to one vote per share.

HowCORPORATE SOCIAL RESPONSIBILITY

Moody’s manages its business with the goal of delivering value to Vote

In additionall of its stakeholders, including its customers, employees, business partners, local communities and stockholders. The Company’s Corporate Social Responsibility (“CSR”) strategy is an integral part of supporting this fundamental commitment to voting in person at the Annual Meeting, stockholders of record can vote by proxy by following the instructions in the Notice and using the Internet or by calling the toll-free telephone number that is available on the Internet. Alternatively, stockholders of record who requested a paper copy of the proxy materials can vote by proxy by mailing their signed proxy cards.all stakeholders. The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly.

If your shares are held in the name of a bank, broker or other nominee, you may receive a Notice from that firm containing instructions that you must follow in order for your shares to be voted. Certain institutions offer telephone and Internet voting. If you received the proxy materials in paper form, the materials include a voting instruction card so you can instruct the holder of record on how to vote your shares. If you wish to vote in person at the Annual Meeting, you must obtain a legal proxy from the bank, broker or other nominee that holds your shares.

Special Voting Procedures for Certain Current and Former Employees

Many current and former employeessenior management of the Company have share balances inis ultimately responsible for shaping and implementing the CSR strategy. Moody’s Common Stock FundCSR Council, chaired by President and Chief Executive Officer Raymond W. McDaniel, Jr. and comprised of members of the Moody’s Corporation Profit Participation Plan (the “Profit Participation Plan”). The voting procedures described above do not apply to these share balances. Instead, any proxy given by such an employee or former employee will serve as a voting instruction for the trustee of the Profit Participation Plan, as well as a proxy for any shares registered in that person’s own name (including shares acquired under the Moody’s Corporation Employee Stock Purchase Plan and/or pursuant to restricted stock awards). To allow sufficient time for voting by the trustee, Profit Participation Plan voting instructions must be received by April 20, 2017. If voting instructions have not been received by that date, or properly completed and executed voting instructions are not provided, the trustee will vote those Profit Participation Plan shares in the same proportion as the Profit Participation Plan shares for which it has received instructions, except as otherwise required by law.

Quorum and Voting Requirements

The holders of a majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting, whether present in person or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. If a quorum is not present at the Annual Meeting, the stockholders present may adjourn the Annual Meeting from time to time, without notice, other than by announcement at the meeting, until a quorum is present or represented. At any such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the original meeting. Abstentions and brokernon-votes will be counted for purposes of determining whether a quorum is present at the Annual Meeting. A broker“non-vote” occurs when a nominee (such as a bank, broker or other nominee) holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular matter and has not received instructions from the beneficial owner.

Director Elections. Pursuant tomanagement team, evaluates the Company’sby-laws, the nominees for director are required CSR progress, generates recommendations to receive a majority of the votes cast with respectenhance Moody’s approach to such nomineesCSR and identifies opportunities in order to be elected at the Annual Meeting. A majority of the votes cast meansMoody’s business that the number of shares voted “for” a director must exceed the number of votes cast “against” that director. Abstentions have no effect on the election of directors. Brokers do not have discretionary authority to vote shares in the election of directors without instructions from the beneficial owner. Accordingly, shares resulting in brokernon-votes, if any, are not votes cast and will have no effect on the outcome of director elections. In accordancealign with the Company’s Director Resignation Policy, each director subject to election at the Annual Meeting was required to submit a contingent resignation thatCSR mission. In addition, the Board of Directors will consider, following a review and recommendationoversees sustainability matters, with assistance from the Governance & Nominating Committee, inas part of its oversight of management and the event thatCompany’s overall strategy. Moody’s CSR strategy is focused on the director fails to receive a majority of the votes cast.

Ratification of the Appointment of the Independent Registered Public Accounting Firm. The affirmative vote of the majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting is required to ratify the appointment of KPMG LLP as the independent registered public accounting firm offollowing areas where the Company forbelieves it can make the year ending December 31, 2017. Ifmost impact.

SUSTAINABILITY

Moody’s advances sustainability by considering environmental, social, and governance factors throughout its operations and two business segments. It uses its expertise and assets to make a stockholder abstains from voting or directs the stockholder’s proxy to abstain from voting on this matter, the abstention has the same effect as a vote against the matter. Brokers have discretionary authority to vote shares on this matter if they do not receive instructions from the beneficial owner.

Advisory Resolutions Approving Executive Compensationpositive difference through technology tools, research and analytical services that help other organizations and the Frequency of Future Advisory Resolutions Approving Executive Compensation. The affirmative vote ofinvestor community better understand the majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting is required for the advisory resolution approving executive compensationlinks between sustainability considerations and the advisory resolution onglobal markets. Moody’s efforts to promote sustainability-related thought leadership, assessments and data to market participants include following the frequencypolicies of future advisory resolutions approving executive compensation. Forrecognized sustainability and corporate social responsibility parties that develop standards or frameworks and/or evaluate and assess performance, including Global Reporting Initiative and Sustainability Accounting Standards Board (“SASB”). Moody’s sustainability-related achievements in 2019 included the advisory resolution on the frequency of future advisory resolutions approving executive compensation, stockholders will be able to specify one of four choices on the proxy card: “One year,” “Two years,” “Three years,” and “Abstain.” If none of the options receives the affirmative vote of the majority of the shares present in person or represented by proxy and entitled to vote, the option that receives the greatest number of votes will be considered the option selected by stockholders. Both resolutions are advisory, meaning that they are not binding on the Board, although the Board will consider the outcome of the votes on these resolutions. If a stockholder abstains from voting or directs the stockholder’s proxy to abstain from voting on either matter, the abstention has the same effect as a vote against the matter. Brokers do not have discretionary authority to vote shares on either matter without instructions from the beneficial owner. Accordingly, shares resulting in brokernon-votes, if any, are not entitled to vote on either matter and will have no effect on the outcome of the vote.following:

Proxies

		Joined the United Nations Global Compact
		Issued second annual report on how the Company has implemented the recommendations of the Task Force on Climate-related Financial Disclosures (“TCFD”)
		Began reporting using recommendations from SASB
		Became a signatory to the Principles for Responsible Investment (PRI)

It is not expected that any matter other than those referred to herein will be brought before the Annual Meeting. If, however, other matters are properly presented, the persons named as proxies will vote in accordance with their best judgment with respect to such matters.

Any stockholder of record who votes by telephone or the Internet or who executes and returns a proxy may revoke such proxy or change such vote at any time before it is voted at the Annual Meeting by (i) filing with the Corporate Secretary of the Company at 7 World Trade Center at 250 Greenwich Street, New York, New York 10007, written notice of such revocation, (ii) casting a new vote by telephone or the Internet or by submitting another proxy that is properly signed and bears a later date or (iii) attending the Annual Meeting and voting in person. A stockholder whose shares are owned beneficially through a bank, broker or other nominee should contact that entity to change or revoke a previously given proxy.

Proxies are being solicited hereby on behalf of the Board of Directors. The cost of the proxy solicitation will be borne by the Company, although stockholders who vote by telephone or the Internet may incur telephone or Internet access charges. In addition to solicitation by mail, directors, officers and employees of the Company

may solicit proxies personally or by telephone, telecopy,e-mail or otherwise. Such directors, officers and employees will not be specifically compensated for such services. The Company has retained Georgeson Shareholder Communications Inc. to assist with the solicitation of proxies for a fee not to exceed approximately $15,000, plus reimbursement forout-of-pocket expenses. Arrangements may also be made with custodians, nominees and fiduciaries to forward proxy solicitation materials to the beneficial owners of shares of Common Stock held of record by such custodians, nominees and fiduciaries, and the Company may reimburse such custodians, nominees and fiduciaries for their reasonableout-of-pocket expenses incurred in connection therewith.

Delivery of Documents to Stockholders Sharing an Address

If you are the beneficial owner, but not the record holder, of the Company’s shares, your broker, bank or other nominee may seek to reduce duplicate mailings by delivering only one copy of the Company’s Proxy Statement and Annual Report, or Notice, as applicable, to multiple stockholders who share an address unless that nominee has received contrary instructions from one or more of the stockholders. The Company will deliver promptly, upon written or oral request, a separate copy of the Proxy Statement and Annual Report, or Notice, as applicable, to a stockholder at a shared address to which a single copy of the documents was delivered. A stockholder who wishes to receive a separate copy of the Proxy Statement and Annual Report, or Notice, as applicable, now or in the future, should submit his request to the Company by sending ane-mail toir@moodys.com, by submitting a written request to the Company’s Investor Relations Department, at 7 World Trade Center at 250 Greenwich Street, New York, New York 10007 or contacting the Company’s Investor Relations Department by telephone, at(212) 553-4857. Beneficial owners sharing an address who are receiving multiple copies of the Proxy Statement and Annual Report, or Notice, as applicable, and wish to receive a single copy of such materials in the future should contact their broker, bank or other nominee to request that only a single copy of each document be mailed to all stockholders at the shared address in the future. Please note that if you wish to receive paper proxy materials for the 2017 Annual Meeting, you should follow the instructions contained in the Notice.

CORPORATE GOVERNANCE

In order to address evolving best practices and new regulatory requirements, the Board of Directors reviews its corporate governance practices and the charters for its standing committees at least annually. In April 2016, the Board decided to split the Governance and Compensation Committee into two separate committees: the Governance & Nominating Committee and the Compensation & Human Resources Committee. At that time, the Board adopted new charters for each committee. As a result ofAfter performing its annual governance review for 2016,2019, the Board also amendeddetermined to amend the Company’s Corporate Governance Principles and its charters for the Audit, Governance & Nominating and Compensation & Human Resources and Executive Committee Charters.Committees. A copy of the Corporate Governance Principles is available on the Company’s website atwww.moodys.com under the headings “About Moody’s—Investor Relations—Investor Relations Home—Corporate Governance—Other Governance Documents.” Copies of the charters of the Audit Committee, the Governance & Nominating Committee, the Compensation & Human Resources Committee, the Audit Committee and the Executive Committee are available on the Company’s website at www.moodys.com under the headings “About Moody’s—Investor Relations—Investor Relations Home—Corporate Governance—Charter Documents.” Print copies of the Corporate Governance Principles and the committee charters may also be obtained upon request, addressed to the Corporate Secretary of the Company at 7 World Trade Center at 250 Greenwich Street, New York, New York 10007. The Audit Committee, the Governance & Nominating Committee and the Compensation & Human Resources Committee assist the Board in fulfilling its responsibilities, as described below. The Executive Committee has the authority to exercise the powers of the Board when it is not in session (subject to applicable law, rules and regulations, and the Company’s Restated Certificate of Incorporation andBy-Laws), advises management and performs other duties delegated to it by the Board from time to time.

Board Meetings and CommitteesBOARD MEETINGS AND COMMITTEES

During 2016,2019, the Board of Directors met eight times. Prior to April 12, 2016, the Board had three standing committees: an Audit Committee, a Governance and Compensation Committee and an Executive Committee. As of April 12^th, when the Board voted to split the Governance and Compensation Committee, theThe Board had four standing committees: an Audit Committee, a Governance & Nominating Committee, a Compensation & Human Resources Committee and an Executive Committee. All incumbent directors attended at least 83% percentmore than 80% of the total number of meetings of the Board and of all Board committees of the Board on which they served in 2016 (held during the period that they served).

References throughout this Proxy Statement to the “Governance and Compensation Committee” relate to actions that such former committee took in advance of it being split into two committees. For instance, compensation decisions made in December 2015 and February 2016 were made by this former committee.2019.

Please refer to page 1011 for additional information regarding the Audit Committee, and to page 1213 for additional information regarding the Governance & Nominating Committee and page 13 for additional information regarding the Compensation & Human Resources Committee. The Executive Committee did not meet in 2016.

2019. Directors are encouraged to attend the Annual Meeting. All ofindividuals elected to the individuals serving as directorsBoard at the timeCompany’s 2019 annual meeting of the Company’s 2016 Annual Meetingstockholders attended the meeting.

Recommendation of Director CandidatesRECOMMENDATION OF DIRECTOR CANDIDATES

The Governance & Nominating Committee considers and makes recommendations to the Board regarding the size, structure, composition and functioning of the Board and engages in succession planning for the Board and key leadership roles on the Board and its committees. The Governance & Nominating Committee is also responsible for overseeing the processes for the selection and nomination of director candidates,candidates. The Governance & Nominating Committee periodically reviews the skills, experience, characteristics and other criteria for developing, recommendingidentifying and evaluating directors, and recommends these criteria to the Board for approval, and periodically reviewing Board membership criteria.Board. The Governance & Nominating Committee will consider director candidates recommended by stockholders of the Company.Company and may also engage independent search firms from time to time to assist in identifying and evaluating potential director candidates. In considering a candidate for Board membership, whether proposed by stockholders or otherwise, the Governance & Nominating Committee examines the candidate’s business experience, qualifications, attributes and skills relevant to the management and oversight of the Company’s business, independence, the ability to represent diverse stockholder interests, judgment, integrity, the ability to commit sufficient time and attention to Board activities, and the absence of any potential conflicts with the Company’s business and interests. The Committee also seeks diverse occupational and personal backgrounds for the Board. See “Qualifications and Skills of Directors” on page 1718 and “Director Nominees” beginning on page 19 for additional information on the Company’s directors. To have a candidate considered by the Governance & Nominating Committee, a stockholder must submit the recommendation in writing and must include the following information:

The stockholder recommendation and information described above must be sent to the Corporate Secretary of the Company at 7 World Trade Center at 250 Greenwich Street, New York, New York 10007, and must be received by the Corporate Secretary not less than 120 days prior to the first anniversary date of the Company’s most recent annual meeting of stockholders. For the Company’s 20182021 annual meeting of stockholders, this deadline is December 26, 2017.22, 2020.

The Governance & Nominating Committee identifies potential nominees by asking current directors and executive officers to notify the Committee if they become aware of persons meetingwho meet the criteria described above

who and might be available to serve on the Board. As described above, the Committee will also consider candidates recommended by stockholders on the same basis as those recommended by current directors and executives.from other sources. The Governance & Nominating Committee, also, from time to time, may engage firms that specialize in identifying director candidates for the Committee’s consideration.

Once a person has been identified by or for the Governance & Nominating Committee as a potential candidate, the Committee may collect and review publicly available information regarding the person to assess whether the person should be considered further. If the Governance & Nominating Committee determines that the candidate warrants further consideration, the chairman or another member of the Committee contacts the person. Generally, if the person expresses a willingness to be considered and to serve on the Board, the Governance & Nominating Committee requests information from the candidate, reviews the candidate’s accomplishments and qualifications, including in light of any other candidates whom the Committee might be considering, and conducts one or more interviews with the candidate. In certain instances, Committee members may contact one or more references provided by the candidate or may contact other members of the business community or other persons that may have greater first-hand knowledge of the candidate’s accomplishments.

DIRECTOR EDUCATION

The Company provides all new directors with an initial orientation session, which includes a comprehensive overview of the Company and the opportunity to meet with key leaders of the organization such as the Chief Executive Officer, Chief Financial Officer, General Counsel, the Presidents of Moody’s Investors Service, Inc. (“Moody’s Investors Service” or “MIS”) and Moody’s Analytics, Inc. (“Moody’s Analytics” or “MA”), the Chief Strategy Officer, the Head of Internal Audit, the Chief Technology Officer and the Controller. This orientation includes, among other topics, an overview of the Company’s business, including MIS and MA, corporate governance, compliance program, strategy, technology and cybersecurity, enterprise risk management, and legal and regulatory matters.

Board Leadership Structureand committee meetings, industry and corporate governance update presentations, periodic reports from the Company’s businesses and external training programs also provide the Company’s directors with continuing education throughout their tenure. The Company reimburses directors for expenses associated with attendance at external education programs.

BOARD LEADERSHIP STRUCTURE

The Company’s Corporate Governance Principles permit the roles of Chairman and Chief Executive Officer to be filled by a single person or different individuals. This flexibility allows the Board to review the structure of the Board periodically and determine whether or not to separate the two roles based upon the Company’s needs and circumstances from time to time.

Dr. McKinnell serves as Chairman of the Board and Mr. McDaniel serves as President and Chief Executive Officer of Moody’s Corporation. In 2011 and 2012, the Board discussed whether to separate the roles, taking into account numerous considerations that bear upon the issue, including stockholders’ support at the Company’s 2011 annual meeting of a stockholder proposal recommending that, whenever possible, the Company’s chairman be independent. In light of these considerations, the Board determined to appoint an independent Chairman of the Board. The Board believescontinues to believe that strong, independent Board leadership is a critical aspect of effective corporate governance.governance and that the current leadership structure, with an independent Chairman and separate Chief Executive Officer, is in the best interests of the Company and its stockholders at this time. The roleroles and responsibilities of the Chairman of the Board are detailed in the Company’s Corporate Governance Principles.

Codes of Business Conduct and EthicsCODES OF BUSINESS CONDUCT AND ETHICS

The Company has adopted a code of ethics that applies to its Chief Executive Officer, Chief Financial Officer and Controller, or persons performing similar functions. The Company has also adopted a code of business conduct and ethics that applies to the Company’s directors, officers and employees. A current copy of each of these codes is available on the Company’s website atwww.moodys.com under the headings “About Moody’s—Investor Relations—Investor Relations Home—Corporate Governance—Other Governance Documents.” A copy of each is also available in print to stockholders upon request, addressed to the Corporate Secretary of the Company at 7 World Trade Center at 250 Greenwich Street, New York, New York 10007. The Company intends to satisfy disclosure requirements regarding any amendments to, or waivers from, the codes of ethics by posting such information on the Company’s website atwww.moodys.com under the headings “About Moody’s—Investor Relations—Investor Relations Home—Corporate Governance—Other Governance Documents.”

Director IndependenceDIRECTOR INDEPENDENCE

To assist it in making determinations of a director’s independence, the Board has adopted independence standards that are set forth below and are also included in the Company’s Corporate Governance Principles. The Board has determined that Mr. Anderson, Mr. Bermudez, Dr. Duffie, Ms.Ms Esperdy, Mr. Forlenza, Ms Hill, Mr. Kist, Dr. McKinnell, Ms.Ms Seidman, Mr. Van Saun and Mr. Van Saun,Zalm, and thus a majority of the directors on the Board, are independent under these

standards. In addition, the Board had previously determined that Mr. John K. Wulff, who retired from the Board effective April 12, 2016, the date of Moody’s 2016 Annual Meeting, was independent under these standards. The standards adopted by the Board incorporate the director independence criteria included in the New York Stock Exchange (the “NYSE”) listing standards, as well as additional criteria established by the Board. The Audit Committee, the Governance & Nominating Committee and the Compensation & Human Resources Committee are composed entirely of independent directors. In accordance with NYSE requirements and the independence standards adopted by the Board, all members of the Audit Committee and the Compensation & Human Resources Committee meet additional heightened independence standards applicable to audit committee and compensation committee members.

An “independent” director is a director whom the Board has determined has no material relationship with the Company or any of its consolidated subsidiaries (for purposes of this section, collectively referred to as the “Company”), either directly, or as a partner, stockholder or officer of an organization that has a relationship with the Company. For purposes of this definition, the Board has determined that a director is not independent if:

An “immediate family” member includes a director’s spouse, parents, children, siblings, mother- andfather-in-law, sons- anddaughters-in-law, brothers- andsisters-in-law, and anyone (other than a domestic employee) who shares the director’s home.

In addition, a director is not considered independent for purposes of serving on the Audit Committee, and may not serve on the Audit Committee, if the director: (a) accepts, directly or indirectly, from Moody’s Corporation or any of its subsidiaries, any consulting, advisory, or other compensatory fee, other than Board and

committee fees and fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with Moody’s Corporation; or (b) is an “affiliated person” of Moody’s Corporation or any of its subsidiaries; each as determined in accordance with SEC regulations.

Furthermore, in determining whether a director is considered independent for purposes of serving on the Compensation & Human Resources Committee, the Board must consider all factors specifically relevant to determining whether the director has a relationship with the Company that is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (a) the source of the director’s compensation, including any consulting, advisory or other compensatory fee paid by the Company to the director; and (b) whether the director is affiliated with Moody’s Corporation, any of its subsidiaries or an affiliate of any subsidiary; each as determined in accordance with SEC regulations.

In assessing independence, the Board took into account that Mr. Anderson, Mr. Bermudez, Dr. Duffie, Ms.Ms Esperdy, Mr. Forlenza, Ms Hill, Mr. Kist, Ms.Ms Seidman, and Mr. Van Saun and Mr. Zalm each served during 2016,2019, or currently serves, (and that Mr. Wulff served, prior to his retirement from the Board), as directors, employees faculty members or trustees of entities that are rated or have issued securities rated by Moody’s Investors Service, as listed in the Company’s Director and Shareholder Affiliation Policy posted on the Company’s website under the headings “About Moody’s—Investor Relations—Investor Relations Home—Corporate Governance—Other Governance Documents,” and that associated fees from each such entity accounted for less than 1% of the Company’s 20162019 revenue. In addition, the Board took into account that the Company from time to time engages in business with entities where one of our directors, director candidates or their immediate family members are employed. In 2016, payments that the Company made to such businesses accounted for less than 1% of the annual revenues of the Company and each of theemployed or have other entities.relationships. The Board found nothing in the relationships to be contrary to the standards for determining independence as contained in the NYSE’s requirements and the Company’s Corporate Governance Principles. A copy of these standards is found in Attachment A to the Company’s Corporate Governance Principles on the Company’s website atwww.moodys.com under the headings “About Moody’s—Investor Relations—Investor Relations Home—Corporate Governance—Other Governance Documents.”

BOARD AND COMMITTEE EVALUATION PROCESS

The Board’s RoleCompany’s Board and committee evaluation process is summarized below. The topics considered during the evaluation include Board effectiveness in the Oversightoverseeing key areas, such as strategy and risk, performance of Company Riskcommittees’ duties under their respective charters, Board and committee operations, and individual director performance.

THE BOARD’S ROLE IN THE OVERSIGHT OF COMPANY RISK

The Board of Directors oversees the Company’s enterprise-wide approach to the major risks facing the Company and, with the assistance of the Audit Committee and the Compensation & Human Resources Committee, oversees the Company’s policies for assessing and managing its exposure to risk. The Board periodically reviews these risks and the Company’s risk management processes, including in connection with its review of the Company’s strategy. The Board’s responsibilities include reviewing the Company’s practices with respect to risk assessment and risk management and reviewing contingent liabilities and risks that may be material to the Company. The Audit Committee reviews the Company’s policies with respect to enterprise-wide risk assessment and risk management, financial and compliance risks, including risks relating to internal controls and cyber risks, and major legislative and regulatory developments whichthat could materially impactaffect the Company. In addition, at least annually, the Audit Committee, together with the full Board from time to time, reviews the implementation and effectiveness of the Company’s enterprise risk management program with the Chief Risk Officer. The Compensation & Human Resources Committee oversees management’s assessment of whether the Company’s compensation structure, policies and programs create risks that are reasonably likely to have a material adverse effect on the Company and reviews the results of this assessment.

Under the oversight of the Board and its committees, the Chief Executive Officer has established an Enterprise-Wide Risk Committee, comprised of the Chief Executive Officer and his direct reports, which include the Chief Risk Officer. The EnterpriseEnterprise-Wide Risk Committee reviews the work of the Enterprise Risk Function whichthat is managed by the Chief Risk Officer with the assistance of the Head of Corporate Planning and Treasury and the Head of the Internal Audit Function.Officer. The Chief Risk Officer chairs a subcommittee consisting of senior executives from each ofoversees risk officers for the Company’s majortwo business unitssegments, MIS and MA, and the support functions in Moody’s Shared Services, Inc. who periodically report on

risks and their mitigations within their areas of responsibility. Among other things, the Enterprise Risk Function is responsible for identifying and monitoring existing and emerging risks that are important risks to the achievement of the Company’s strategic and operative objectives; formulating appropriate polices, and monitoring and reporting frameworks to support effective management of important risks; reviewing and evaluating the effectiveness of management processes and action plans to address such risks; advising on and recommending to executive management any significant actions or initiatives that they believe are necessary to effectively manage risk; and seeing that activities of discrete risk management disciplines within the Company are appropriately coordinated. The Chief Risk Officer presented the Enterprise Risk Committee’s analysis to the Boarddirectors at twofour meetings in 2016.2019. Additionally, the Audit Committee, the Governance & Nominating Committee and the Compensation & Human Resources Committee reviewed risks within their areas of responsibility at separate meetings in 2016.

2019. Significant risk issues evaluated by and/or major changes proposed by the Enterprise-Wide Risk Committee and the Chief Risk Officer are discussed at various Board meetings throughout the year.

Executive SessionsEXECUTIVE SESSIONS

The independent directors routinely meet in executive session at regularly scheduled Board meetings. Dr. McKinnell, the independent Chairman of the Board, establishes the agenda for and presides at these sessions and has the authority to call additional sessions as appropriate.

Communications with DirectorsCOMMUNICATIONS WITH DIRECTORS

The Board of Directors has established a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may communicate with the Board of Directors or with allnon-management directors as a group, or with a specific director or directors (including the Chairman of the Board), by writing to them c/o the Corporate Secretary of the Company at 7 World Trade Center at 250 Greenwich Street, New York, New York 10007.

All communications received as set forth in the preceding paragraph will be opened by the Corporate Secretary in the office of the Company’s General Counsel for the sole purpose of determining whether the contents represent a message to the Company’s directors. Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the addressee.

Succession PlanningSUCCESSION PLANNING

The Board and the Compensation & Human Resources Committee review succession planning annually in conjunction with the Board’s review of strategic planning.

Anti-Hedging and Anti-Pledging Policy; Short Sales and Other Speculative TradesANTI-HEDGING AND ANTI-PLEDGING POLICY; SHORT SALES AND OTHER SPECULATIVE TRADES

All executive officers, directors and directorstheir family members are subject to a securities trading policy under which they are prohibited from hedging and pledging Moody’s securities, including any publicly traded securities of a Moody’s subsidiary. The term “family member” is defined in the Company’s policy against insider trading and generally includes family members or entities that hold, purchase or sell Company stock that is attributed to the director or officer. Specifically, the following activities are prohibited under the policy:

Employees who are not executive officers (and their family members) are prohibited from: (i) making short sales of Moody’s securities; (ii) buying Moody’s securities on margin or in any account in which a financial firm lends cash to purchase the securities; and (iii) engaging in short-term or speculative transactions involving Moody’s securities, including buying or selling put or call options and entering into other derivative transactions involving Moody’s securities. The restrictions in clause (iii) do not prohibit the exercise of Moody’s stock options that employees receive in connection with their compensation.

RuleRULE10b5-110B5-1 Trading PlansTRADING PLANS

The CEO, CFOChief Executive Officer, Chief Financial Officer and certain other officers of the Company, enter into Rule10b5-1 stock trading plans from time to time. These plans allow executives to adopt predetermined plansprocedures for trading shares of Company stock in advance of learning any materialnon-public information. The use of these trading plans permits diversification, retirement and tax planning activities. The transactions under the plans will be disclosed publicly through Form 4 filings with the SEC.

THE AUDIT COMMITTEE

The Audit Committee represents and assists the Board of Directors in its oversight responsibilities relating to: the integrity of the Company’s financial statements and the financial information provided to the Company’s stockholders and others; the Company’s compliance with legal and regulatory requirements; the Company’s internal controls; the Company’s policies with respect to risk assessment and risk management, and the review of contingent liabilities and risks that might be material to the Company;Company; and the audit process, including the qualifications and independence of the Company’s principal external auditors (the “Independent Auditors”), and the performance of the Independent Auditors and the Company’s internal audit function.

Oversight of Audit Processes

As part of the Audit Committee’s oversight of the audit process, the Audit Committee and its chairmanChairman are directly involved in the selection of the lead engagement partner when there is a rotation required under applicable rules, and the Audit Committee reviews and concurs in the appointment and compensation of the head of the Company’s internal audit function. In 2015, a new lead engagement partner was designated due to the mandated rotation of this position, and a new head of the internal audit function was appointed.(the “Chief Audit Executive”). The Committee also approves the fees and terms associated with the retention of the Independent Auditors to perform the annual engagement. In determining whether to approve services proposed to be provided by the Independent Auditors, the Committee is provided with summaries of the services, the fee associated with each service as well as information regarding incremental fees to be approved. The Committee also receives benchmarking data for audits of companies of similar sizes and audits of comparable complexity in order to determine the reasonableness of the proposed fees.

Responsibilities under the Audit Committee Charter

In fulfilling the responsibilities under its charter, there are a number of specific responsibilities that the Audit Committee performs:Committee:

The Audit Committee also has the authority to engage its own outside advisors, including experts in particular areas of accounting, as it determines appropriate.

Ongoing Assessment of the Independent Auditors

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Independent Auditors and, as such, the Independent Auditors report directly to the Audit Committee. KPMG LLP has served as the Company’s independent auditorIndependent Auditors since 2008, and was selectedre-appointed at the conclusion of a competitive process that the Audit Committee conducted in 2019 to review the selection of the Company’s independent registered public accounting firm.Independent Auditors. In selecting the Independent Auditors, the Committee considered the relative costs, benefits, challenges, potential impact, and overall advisability of selecting different Independent Auditors. In addition, the Audit Committee conducts an annual performance assessment of the Independent Auditors, seeking performance feedback from all the members of the Committee as well as from officers with audit-related responsibilities. The factors the Audit Committee considered in conducting this assessment included: independence, objectivity and integrity; quality of services and the ability to meet performance delivery dates; responsiveness and ability to adapt; proactivity in identification of opportunities and risks; performance of the lead engagement partners as well as other team members; technical expertise; understanding of the Company’s business and industry; effectiveness of their communication; sufficiency of resources; fee levels in light of the services rendered; and management feedback.

Policy onPre-Approval of Independent Auditors Fees

The Audit Committee has established a policy setting forth the requirements for thepre-approval of audit and permissiblenon-audit services to be provided by the independent registered public accounting firm.Independent Auditors. Under the policy, the Audit Committeepre-approves the annual audit engagement terms and fees, as well as any other audit services and specified categories ofnon-audit services, subject to certainpre-approved fee levels. In addition, pursuant to the policy, the Audit Committee authorized its Chairman topre-approve other audit and permissiblenon-audit services in 20162019 up to $100,000$250,000 per engagement and a maximum of $300,000$500,000 per year. The policy requires that the Audit Committee Chairman report anypre-approval decisions to the full Audit Committee at its next scheduled meeting. For the year ended December 31, 2016,2019, the Audit Committee or theits Chairmanpre-approved all of the services provided by the Company’s independent registered public accounting firm,Independent Auditors, which are described on page 23.27. The Audit Committee also is responsible for overseeing the audit fee negotiation associated with the retention of KPMG LLPthe Independent Auditors to perform the annual audit engagement.

Notable Actions in 2019

During 2019, the Audit Committee also reviewed and oversaw the expansion of voluntary sustainability disclosures in the Company’s periodic filings with the SEC and certain other external reports that reflect recommendations from sustainability assessment organizations. The enhanced disclosures recognize growing investor demand for sustainability information. In 2019, the Company began reporting on such matters using recommendations from SASB and also issued its second annual report on how the Company has implemented the TCFD recommendations.

The members of the Audit Committee are Ms.Ms Seidman (Chairman), Mr. Anderson, Mr. Bermudez, Dr. Duffie, Ms.Ms Esperdy, Mr. Forlenza, Ms Hill, Mr. Kist, Dr. McKinnell, and Mr. Van Saun and Mr. Zalm, each of whom is independent under NYSE and SEC rules and under the Company’s Corporate Governance Principles. The Board of Directors has determined that each of Mr. Anderson, Mr. Bermudez, Ms Esperdy, Mr. Kist,Forlenza, Dr. McKinnell, Ms Seidman, Mr. Van Saun and Ms. SeidmanMr. Zalm is an “audit committee financial expert” under the SEC’s rules. The Audit Committee held eightnine meetings during 2016.2019.

AUDIT COMMITTEE REPORT

The Audit Committee has reviewed and discussed with management and the independent auditorsIndependent Auditors the audited financial statements of the Company for the year ended December 31, 20162019 (the “Audited Financial Statements”), management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and the independent auditors’Independent Auditors’ evaluation of the Company’s system of internal control over financial reporting. In addition, the Audit Committee has discussed with KPMG LLP, which reports directly to the Audit Committee, the matters that independent registered public accounting firms must communicate to audit committees under applicable Public Company Accounting Oversight Board (“PCAOB”) standards.

The Audit Committee also has discussed with KPMG LLP its independence from the Company, including the matters contained in the written disclosures and letter required by applicable requirements of the PCAOB

regarding independent registered public accounting firms’ communications with audit committees about independence. The Audit Committee also has discussed with management of the Company and KPMG LLP such other matters and received such assurances from them as it deemed appropriate. The Audit Committee also considers whether the rendering ofnon-audit services by KPMG LLP to the Company is compatible with maintaining the independence of KPMG LLP from the Company. The Company historically has used KPMG LLP for only a limited number ofnon-audit services each year.

Following the foregoing review and discussions, the Audit Committee recommended to the Board of Directors that the Audited Financial Statements be included in the Company’s Annual Report on Form10-K for the year ended December 31, 20162019 for filing with the SEC.

The Audit Committee

Leslie F. Seidman,Chairman

Basil L. Anderson

Jorge A. Bermudez

Thérèse Esperdy

Darrell DuffieVincent A. Forlenza

Kathryn M. Hill

Ewald Kist

Henry A. McKinnell, Jr.

Bruce Van Saun

Gerrit Zalm

THE GOVERNANCE & NOMINATING COMMITTEE

In April 2016, the Board determined to split the Governance and Compensation Committee into two separate committees: The Governance & Nominating Committee identifies and the Compensation & Human Resources Committee. The role of the Governance & Nominating Committee is to identify and evaluateevaluates possible candidates to serve on the Board and to recommendrecommends the Company’s director nominees for approval by the Board and the Company’s stockholders. The Governance & Nominating Committee also considers and makes recommendations to the Board of Directors concerning the size, structure, composition and functioning of the Board and its committees, oversees the evaluation of the Board, and develops and reviews the Company’s Corporate Governance Principles.

With respect to the evaluation of the Board, the Governance & Nominating Committee oversees a process for annually assessing the performance, and contributions and the independence of incumbent directors in determining whether to recommend them for reelection to the Board. The Board, the Audit Committee, the Compensation & Human Resources Committee and the Governance & Nominating Committee, under that Committee’s oversight, each conduct an annual self- evaluationself-evaluation to assess its performance. The Chairman of the Board conducts annual interviews during which individual Board member evaluations are conducted.

In addition, the Governance & Nominating Committee oversees sustainability matters, including significant issues of corporate social and environmental responsibility, as they pertain to the Company’s business.

The members of the Governance & Nominating Committee are Mr. Anderson (Chairman), Mr. Bermudez, Dr. Duffie, Ms.Ms Esperdy, Mr. Forlenza, Ms Hill, Mr. Kist, Dr. McKinnell, Ms.Ms Seidman, Mr. Van Saun and Mr. Van Saun,Zalm, each of whom is independent under NYSE rules and under the Company’s Corporate Governance Principles. The Governance & Nominating Committee met twosix times during 2016. Its predecessor committee, the Governance and Compensation Committee, met two times during 2016.2019.

THE COMPENSATION & HUMAN RESOURCES COMMITTEE

The Compensation & Human Resources Committee oversees the Company’s overall compensation structure, policies and programs, assesses whether the Company’s compensation structure establishes appropriate incentives for management and employees, and assesses the results of the most recent vote on the Company’s advisory resolution approving executive compensation. The Committee also oversees the evaluation of senior management (including by reviewing and approving performance goals for the Company’s CEOChief Executive Officer and other executive officers, and by evaluating their performance against approved goals, which, with respect to the CEO,Chief Executive Officer, the Committee does in consultation with the Chairman of the Board) and oversees and makes the final decisions regarding compensation arrangements for the CEOChief Executive Officer and for certain

other executive officers, including the named executive officers. The CEOChief Executive Officer makes recommendations to the Committee regarding the amount and form of executive compensation (except with respect to his compensation). For a description of this process, see the Compensation Discussion and Analysis (the “Compensation Discussion and Analysis” or “CD&A”), beginning on page 29. As discussed below, the Committee annually reviews the compensation of directors for service on the Board and its committees and recommends changes in compensation to the Board.33. The Committee administers and makes recommendations to the Board with respect to the Company’s incentive compensation and equity-based compensation plans that are subject to Board approval, including the Company’s key employees’ stock incentive plans. The Committee has authority, acting in a settlor capacity, to establish, amend and terminate the Company’s employee benefit plans, programs and practices, and to review reports from management regarding the funding, investments and other features of such plans, and the Committee delegates to management the responsibilities it has with respect to the Company’s employee benefit plans, programs and practices as the Committee deems appropriate. TheAs discussed below, the Committee makesannually reviews the final decisions regarding named executive officer compensation.form and amount of compensation of directors for service on the Board and its committees and recommends changes to the Board.

The Committee is empowered to retain, at the Company’s expense, such consultants, counsel or other outside advisors as it determines appropriate to assist it in the performance of its functions. In 2016,2019, the Committee retained the services of Meridian Compensation Partners LLC (“Meridian”), an independent compensation consulting company, to provide advice and information about executive and director compensation, including the competitiveness of pay levels, executive compensation design and governance issues, and market trends, as well as technical and compliance considerations. Meridian reports directly and solely to the Compensation & Human Resources Committee. Meridian exclusively provides executive and director compensation consulting services and does not provide any other services to the Company.

The Committee regularly reviews the current engagements and the objectivity and independence of the advice that Meridian provides to the Committee on executive and director compensation. The Committee considered the six specific independence factors adopted by the SEC and the NYSE under Dodd-Frank and other factors it deemed relevant, and the Committee found no conflicts of interest or other factors that would adversely impactaffect Meridian’s independence.

During 2016,2019, management continued to engage Aon HewittConsulting (formerly called Aon Hewitt) as management’s compensation consultant. Aon HewittConsulting worked with the Chief Human Resources Officer and her staff to develop market data regarding Moody’s executive compensation programs. The Committee takes into account that Aon HewittConsulting provides executive compensation-related services to management when it evaluates the information and analyses provided by Aon Hewitt.Consulting.

The members of the Compensation & Human Resources Committee are Ms.Ms Hill (Chairman), Mr. Anderson, Mr. Bermudez, Dr. Duffie,Ms Esperdy, Mr. Kist,Forlenza, Dr. McKinnell, Ms.Ms Seidman, Mr. Van Saun and Mr. Van Saun,Zalm, each of whom is independent under NYSE rules and under the Company’s Corporate Governance Principles. The Compensation & Human Resources Committee met threesix times during 2016. Its predecessor committee, the Governance and Compensation Committee, met two times during 2016.2019.

REPORT OF THE COMPENSATION & HUMAN RESOURCES COMMITTEE

The Compensation & Human Resources Committee which is composed solely of independent members of the Board of Directors, assists the Board in fulfilling its oversight responsibility relating to, among other things, establishing and reviewing compensation of the Company’s executive officers. In this context, the Compensation & Human Resources Committee reviewed and discussed with management the Company’s Compensation Discussion and Analysis, beginning on page 29.33. Following thesuch reviews and discussions, referred to above, the Compensation & Human Resources Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.Proxy Statement.

The Compensation & Human Resources Committee

Kathryn M. Hill,Chairman

Basil L. Anderson

Jorge A. Bermudez

Darrell DuffieThérèse Esperdy

Ewald KistVincent A. Forlenza

Henry A. McKinnell, Jr.

Leslie F. Seidman

Bruce Van Saun

Gerrit Zalm

RELATIONSHIP OF COMPENSATION PRACTICES TO RISK MANAGEMENT

When structuring its overall compensation practices for employees of the Company, generally consideration is given as to whether the structure creates incentives for risk-taking behavior and therefore affects the Company’s risk management practices. Attention is given to the elements and the mix of pay as well as seeing that employees’ awards aligncompensation is aligned with stockholders’ value.

In order to assess whether the Company’s compensation practices and programs create risks that are reasonably likely to have a material adverse effect on the Company, management established a compensation risk committee led by the Chief Human Resources Officer to assess the risk related to the Company’s compensation plans, practices and programs. As part of this annual review, the compensation risk committee assessed the following items: (i) the relative proportion of variable to fixed components of compensation, (ii) the mix of performance periods (short-term, medium-term and long-term), (iii) the mix of payment mechanisms (cash, options, restricted stock units (“RSUs”), performance shares), (iv) the design of the incentive compensation programs, including the performance metrics used, linking the creation of value and earnings quality and sustainability, (v) the process of setting goals, degree of difficulty, spreads between thresholds, targets and maximum payouts, and ratios of payouts as a fraction of earnings, (vi) the maximum payout levels and caps, (vii) the clawback policy and other compensation-related governance policies, (viii) the retirement program design and (ix) the equity ownership and equity ownership and retention guidelines. These items were assessed in the context of the most significant risks currently facing the Company, to determine if the compensation plans, practices and programs incentivize employees to take undue risks. The committee then took into account controls and procedures that operate to monitor and mitigate against risk. The Chief Human Resources Officer presented the compensation risk committee’s conclusions to the Compensation & Human Resources Committee. These conclusions were also reviewed by the Compensation & Human Resources Committee’s independent compensation consultant, Meridian Compensation Partners LLC.Meridian.

The Compensation & Human Resources Committee reviewed these conclusions through a risk assessment lens. As a result of these reviews, the Company does not believe that the Company’s compensation practices and programs create risks that are reasonably likely to have a material adverse effect on the Company, nor does it believe that the practices and programs are designed to promote undue risk taking.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Audit Committee is charged with monitoring and reviewing issues involving potential conflicts of interest, and reviewing and approving all related person transactions, as defined in applicable SEC rules. Under SEC rules, related persons include any director, executive officer, any nominee for director, any person owning 5% or more of the Company’s Common Stock, and any immediate family members of such persons. In addition, under the Company’s Code of Business Conduct and Code of Ethics, special rules apply to executive officers and directors who engage in conduct that creates an actual, apparent or potential conflict of interest. Before engaging in such conduct, such executive officers and directors must make full disclosure of all the facts and circumstances to the Company’s General Counsel and the Chairman of the Audit Committee Chairman, and obtain the prior written approval of the Audit Committee. All conduct is reviewed in a manner so as to (i) maintain the Company’s credibility in the market, (ii) maintain the independence of the Company’s employees and (iii) see that all business decisions are made solely on the basis of the best interests of the Company and not for personal benefit.

COMPENSATION OF DIRECTORS

Our director compensation program is designed to compensate ournon-employee directors fairly for work required for a company of our size and scope and to align their interests with the long-term interests of our stockholders. The Compensation & Human Resources Committee annually reviews the form and amount of the compensation of directors for service on the Board and its committees and recommends changes in compensation to the Board. As part of its 20162019 review, the Compensation & Human Resources Committee reviewed and considered data provided

to the Committee by its independent consultant, Meridian, regarding the amountsform and typeamount of compensation paid tonon-management directors at the companies in Moody’s peer group used by the Compensation & Human Resources Committee for the assessment of executive compensation (as disclosed beginning on page 4336 of this Proxy Statement). The comparative analysis included each element of the director pay program: the annual cash retainer, board and committee fees as well as equity awards. This analysis showed that Moody’s director compensation is competitively positioned relative to the median of its peer group. Its equity to cash ratio was found to be similar to the peer group average and, like many of its peers, Moody’s directors are subject to stock holdings requirements (a multiple of the cash retainer). Moody’s does not provideper-meeting fees for board and committee meetings or anynon-chairman committee member fees.

As a result of this review, the Compensation & Human Resources Committee determined that compensation of directors on the Board and its committees is reasonable and commensurate with the average compensation ofappropriate as compared to the board members of peer companies.

The following table sets forth, for the fiscal year ended December 31, 2016,2019, the total compensation of thenon-management members of the Company’s Board of Directors. Mr. McDaniel does not receive any compensation for serving as a director of Moody’s.Moody’s director. His compensation for his services as Moody’s President and Chief Executive Officer is reflected in the “SummarySummary Compensation Table”Table on page 5055 of this Proxy Statement.

Anon-management director may elect to defer receipt of all or a portion of his annual cash retainer until after termination of service on the Company’s Board of Directors. Deferred amounts are credited to an account and receive the rate of return earned by one or more investment options in the Moody’s Corporation Profit Participation Plan as selected by the director. Upon a change in control of the Company, a lump sum payment will be made to each director of the amount credited to the director’s deferred account on the date of the change in control, and the total amount credited to each director’s deferred account from the date of the change in control until the date such director ceases to be a director, will be paid in a lump sum at that time.

Human Resources Committee) recommended Mr. Van Saun’s election and compensation. As recommended, on February 9, 2016 the Board elected Mr. Van Saun effective March 1, 2016 and awarded Mr. Van Saun a grant of $155,014 worth of restricted stock issued from the 1998 Directors Plan which was equal to 1,696 restricted shares of Common Stock. The Governance and Compensation Committee authorized the grant of restricted stockRSU awards for February 10, 201625, 2019 on December 14, 2015,17, 2018, and the grant was approved subsequently approved by the Board on December 14, 2015.17, 2018. The grant of restricted stockRSU awards was effective on February 10, 2016,25, 2019, the thirdfifth trading day following the date of the public dissemination of the Company’s financial results for 2015.2018. On March 1, 2019, Ms Esperdy received a grant of approximately $180,000 worth of RSUs issued from the 1998 Directors Plan, which was equal to 1,027 RSUs. In each case, the number of restricted shares of Common StockRSUs based on the award value has been computed in accordance with FASB ASC Topic 718. For additional information on how Moody’s accounts for equity-based compensation, see Note 1417 to the financial statements as contained in the Company’s Annual Report on Form10-K filed with the SEC on February 24, 2017. For Mr. Wulff, the amount listed includes the February 10, 2016 grant date value2020.

The aggregate number of stock awards outstanding as of December 31, 2016 for each individual who served as anon-management director of the Company during 2016 was as follows:

Stock Ownership Guidelines ForSTOCK OWNERSHIP GUIDELINES FORNon-ManagementNON-MANAGEMENT DirectorsDIRECTORS

Moody’s has adopted stock ownership guidelines for its executives, including the Named Executive Officers (the “NEOs”),named executive officers and itsnon-management directors, encouraging them to acquire and maintain a meaningful stake in the Company. Moody’s believes that these guidelines encourage its executive officers andnon-management

directors to act as owners, thereby better aligning their interests with those of the Company’s stockholders. As of December 31, 2016, each of the directors serving on that date was in compliance with the guidelines.

As of December 31, 2019, each of the directors serving on that date was in compliance with the guidelines.

1998 MOODY’S CORPORATIONNon-EmployeeNON-EMPLOYEE Directors’ Stock IncentiveDIRECTORS’ STOCK INCENTIVE PLAN

The 1998 Directors Plan

In October 2015, the Board approved includes an amendment to the 1998Non-Employee Directors’ Stock Incentive Plan in order to change the annual grant limit for anon awards to individual director. The Plan now provides that the annual limitdirectors, which is not to exceed “the lesser of 20,000 shares or shares with a fair market value of $400,000.” As disclosed in the Compensation of Directors table above, the fair market value of director grants have historically been below this amount.

ITEM 1—ELECTION OF DIRECTORS

The Board of Directors has nominated Basil L. Anderson, Jorge A. Bermudez, Darrell Duffie,Thérèse Esperdy, Vincent A. Forlenza, Kathryn M. Hill, Ewald Kist, Raymond W. McDaniel, Jr., Henry A. McKinnell, Jr., Ph.D., Leslie F. Seidman and Bruce Van Saun, each for aone-year term expiring in 2018.2021. Gerrit Zalm, together with the rest of the Governance & Nominating Committee and the Board of Directors, determined collectively he will not stand for reelection at the Annual Meeting and will retire from the Board at the end of his current term. Accordingly, the Board will set the number of directors at nine, effective as of the Annual Meeting. If elected, the nominees will hold office until each of their terms expires and until a successor is elected and qualified. All of the nominees are currently members of the Board of Directors and all were previously elected by the stockholders. The Governance & Nominating Committee evaluates the qualifications and skills of other potential candidates in light of the Board’s current composition and consideration of the Company’s current and future business and operations. The Company expects the nominees for election as director to be able to serve if elected. If a nominee is unable to serve, proxies may be voted for the election of such other person for director as the Board may recommend in the place of such nominee or just for the remaining nominees, leaving a vacancy. Alternatively, the Board may reduce the size of the Board.

Qualifications and Skills of DirectorsQUALIFICATIONS AND SKILLS OF DIRECTORS

The Board believes that the Board, as a whole, should possess a combination of skills, professional experience and diversity of backgrounds necessary to oversee the Company’s business. In addition, the Board believes that there are certain attributes that every director should possess, as reflected in the Board’s membership criteria. Accordingly, the Board and the Governance & Nominating Committee consider the qualifications of directors and director candidates individually and in the broader context of the Board’s overall composition and the Company’s current and future business and operations.

The Governance & Nominating Committee is responsible for developing and recommending Board membership criteria to the Board for approval. The criteria, which are set forth in the Company’s Corporate Governance Principles, include the candidate’s:

In addition, the Board and the Governance & Nominating Committee annually evaluate the composition of the Board to assess whether the skills, experience, characteristics and experience thatother criteria established by the Board are currently represented on the Board, as well asand to assess the skills and experiencecriteria that the Board will find valuablemay be needed in the future, given the Company’s current situation and strategic plans. The Board and the Governance & Nominating Committee seek a varietydiversity of occupational and personal backgrounds on the Board, including diversity with respect to demographics such as gender, race, ethnic and national background, geography, and age in order to obtain a range of viewpoints and perspectives and to enhance the diversityperspectives. As part of the Board.search process for each new director, the Governance & Nominating Committee

includes women and minorities in the pool of candidates (and instructs any search firm the Committee engages to do so). The Committee also considers the special requirements of Moody’s Investors Service and its role in the securities markets. As an example, the Committee has determined that individuals who by profession actively manage securities portfolios could encounter conflicts of interests or give rise to the appearance of conflicts.

This annual evaluation of the Board’s composition enables the Board and the Governance & Nominating Committee to update the skills and experience they seek in the Board as a whole, and in individual directors, as the Company’s needs evolve and change over time, and to assess the effectiveness of efforts at pursuingpromoting diversity. In identifying director candidates from time to time, the Board and the Governance & Nominating Committee may identify specific skills and experience that they believe the Company should seek in order to constitute a balanced and effective board.

In addition to a diversity of backgrounds, the Board believes it is important to have diversity of tenures represented on the Board. The Company’s director nominees have varied tenure that the Board believes facilitates and ensures effective oversight by balancing fresh perspectives andin-depth experience and knowledge about the Company.

In considering and nominating incumbent directors forre-election election to the Board, the Board and the Governance & Nominating Committee have considered a variety of factors. These include the nominee’s independence, financial literacy, personal and professional accomplishments, experience in light of the needs of the Company and, for incumbent directors, past performance on the Board. With respect to the Company’s incumbent directorsdirector nominees standing forre-election, election, their biography as of the Board has determined that they have the followingdate of this Proxy Statement as well as their skills and qualifications that support their service on the Board:Board are set forth below.

(iv)

Ms. Hill has significant experience in business management and leading engineering and operations organizations. She served as Senior Vice President, Executive Advisor of Cisco Systems Inc. from December 2011 to March 2013. She previously served as Cisco’s Senior Vice President, Development Strategy & Operations from 2009 to December 2011, and prior to that, as Senior Vice President of Cisco Systems’ Access Networking and Services Group, where she led the Access Routing, Ethernet Switching, Security, Wireless and Small Business technology groups. She brings extensive leadership experience and a strong background in information technology and business operations to the Board;

Tenure of Board of Directors

In addition to a diversity of backgrounds, the Board believes it is important to have diversity of tenures represented on the Board. The Moody’s Board is comprised of two directors with less than five years of service, three directors with between five and ten years of service, three directors with between ten and 15 years of service, and one director with more than 15 years of service. The Board believes this varied experience provides a level of insight and brings varied perspectives to the issues it must consider.

The Board of Directors recommends a vote FOR the election as directors of each of the nominees listed below.

The principal occupation and certain other information (including age as of the date of this Proxy Statement) about the nominees are set forth below.

DIRECTOR NOMINEES

BasilBASIL L. AndersonANDERSON

Director since April 2004

Basil L. Anderson, age 71,74, is Chairman of the Governance & Nominating Committee and is a member of the Executive, Audit and Compensation & Human Resources Committees of the Board of Directors. Mr. Anderson served as Vice Chairman of Staples, Inc., an office products company, from September 2001 until his retirement in March 2006. Prior to joining Staples, Mr. Anderson served as Executive Vice President and Chief Financial Officer of Campbell Soup Company from April 1996 to February 2001. Prior to joining Campbell Soup, Mr. Anderson was with Scott Paper Company, where he served in a variety of capacities beginning in 1975, including Vice President and Chief Financial Officer from December 1993 to December 1995. Mr. Anderson currently is a director of Becton Dickinson (2004-present) and Hasbro, Inc. (2002-present). He served as a director of Staples, Inc. from 1997 until June 2016.2016, Hasbro, Inc. from 2002 until May 2017 and Becton Dickinson from 2004 to 2018.

JorgeMr. Anderson has over a decade of experience as an executive officer, including as a chief financial officer, of several public companies where he held significant policymaking positions. He also has experience as an operating executive in charge of an international business based in Paris, France. In addition, Mr. Anderson served as a director of NYSE or Nasdaq listed companies. As a result of these positions, he brings to the Board expertise as a strategist, management and operations experience, and a perspective on international business operations and corporate governance in the public company context.

JORGE A. BermudezBERMUDEZ

Director since April 2011

Jorge A. Bermudez, age 65,68, is a member of the Audit, Governance & Nominating and Compensation & Human Resources Committees of the Board of Directors. He served as Chief Risk Officer of Citigroup, Inc., a global

financial services company, from November 2007 to March 2008. Before serving as Chief Risk Officer, Mr. Bermudez was Chief Executive Officer of Citigroup’s Commercial Business Group in North America and Citibank Texas from 2005 to 2007. He served as Senior Advisor, Citigroup International from 2004 to 2006, as Chief Executive Officer of Citigroup Latin America from 2002 to 2004, Chief Executive Officer, eBusiness, Global Cash Management and Trade from 1998 to 2002 and Head of Citibank Corporate and Investment Bank, South America from 1996 to 1998. Mr. Bermudez joined Citigroup in 1975 and held leadership positions in other divisions, including equity investments, credit policy and corporate banking from 1984 to 1996. Mr. Bermudez currently is a director of the Federal Reserve Bank of Dallas (2012-present) and a member of the Texas A&M Foundation Board of Trustees (2014-present) and the Chairman of the Smart Grid Center Board at Texas A&M University, and also serves on the Board of Directors of AB Mutual Funds, overseeing approximately 70 funds within the mutual fund complex (January 2020-present). He served as a director of Citibank N.A. from 2005 to 2008, the Federal Reserve Bank of Dallas, Houston Branch from 2009 to 2011, the Federal Reserve Bank of Dallas from 2011 to 2017, the Association of Former Students, Texas A&M University from 20062005 to 2012, the American Institute of Architects for the entirety of 2015, the Electric Reliability Council of Texas from 2010 to 2016 and2016. He serves as Chairmana director of the Community Foundation of Brazos Valley where he served as Chairman from July 2013 to July 2014.June 2014 and currently serves as the chairman of the Investment Committee.

Darrell Duffie, Ph.D.Mr. Bermudez brings a history of executive experience at a major international financial services company. As the head of risk for a major global financial institution, he was involved in the debt restructuring of various sovereigns around the world. He also managed a global business with a presence in over 100 countries. As a result, Mr. Bermudez brings a deep understanding of credit risk and years of financial expertise, as well as risk management experience, to the Board.

THÉRÈSE ESPERDY

Director since October 2008March 2019

Darrell Duffie, Ph.D.Thérèse Esperdy, age 59, is a member of the Audit, Governance & Nominating and Compensation & Human Resources Committees of the Board of Directors. She held various executive roles at JPMorgan Chase & Co. (“JPMorgan”) from 1997 through 2015, including Global Chairman of Financial Institutions Group,Co-Head of Banking, Asia Pacific, and Head of Global Debt Capital Markets. Prior to her time at JPMorgan, Ms Esperdy started her banking career at Lehman Brothers. Ms Esperdy currently serves as theNon-Executive Chairman of Imperial Brands PLC (January 2020-present), where she was aNon-Executive Director and then Senior Independent Director (July 2016-December 2019). She also serves as an IndependentNon-Executive Director at National Grid plc (March 2014-present) and is on the board of National Grid USA (May 2015-present).

Ms Esperdy’s extensive experience in global investment banking and financial markets provides her with strategic and financial expertise that is critical to overseeing the Company’s strategies. As a senior executive at JPMorgan, she played key roles in managing JPMorgan’s Asia and capital markets businesses through challenging financial climates. Her experiences and expertise enhance the Board’s ability to oversee the Company’s global operations and effectively manage risk.

VINCENT A. FORLENZA

Director since April 2018

Vincent A. Forlenza, age 62,66, is a member of the Audit, Governance & Nominating and Compensation & Human Resources Committees of the Board of Directors. He has served as a director of Becton Dickinson, a global medical technology company, since 2011 and became Chairman of its board in 2012. Mr. Forlenza served as Becton Dickinson’s Chief Executive Officer from 2011 to January 2020 and President from 2009 to April 2017. Prior to that, Mr. Forlenza served as Chief Operating Officer from July 2010 to October 2011. Mr. Forlenza joined Becton Dickinson in 1980 and served in a number of different capacities, including strategic planning, business development, research and development, and general management in each of Becton Dickinson’s segments and in overseas roles. Mr. Forlenza is a member of the Dean Witter Distinguished Professorboard of Finance at Stanford University Graduate Schooldirectors and former chairman of Business and has been on the finance faculty at Stanford since receiving his Ph.D. from Stanford in 1984.Advanced Medical

Technology Association (AdvaMed), an international medical technology trade organization. He has authored books and research articles on topics in finance and related fields. Dr. Duffie is a member of the Board of Trustees of The Pacific Institute of Mathematical SciencesValley Health System and is a Fellow and member of the CouncilBoard of Directors of the Econometric Society and a Fellow of the American Academy of Arts & Sciences.Quest Autism Foundation. He is Chairman of the Market Participants Group on Reference Rate Reform. Dr. Duffiepreviously served as a trusteemember of iShares Trustthe Board of Trustees of Lehigh University from 2011 to 2017.

Mr. Forlenza served as the chief executive officer of a public, global medical technology company for approximately nine years. He has also served as chairman of that company’s board since 2012. Prior to becoming chief executive officer, he was the chief operating officer and held various additional roles. He has experience leading a large global business in a regulated industry, including significant experience in large M&A transactions. He additionally brings experience in areas such as strategic planning, business development and new product development. His service as a director of iShares, Inc. from 2008also contributes to 2011 and was President of the American Finance Association in 2009.

KathrynKATHRYN M. HillHILL

Director since October 2011

Kathryn M. Hill, age 60,63, is Chairman of the Compensation & Human Resources Committee and is a member of the Executive, Audit and Governance & Nominating Committees of the Board of Directors. Ms.Ms Hill has over 30 years of experience in business management and leading engineering and operations organizations. Ms.Ms Hill served in a number of positions at Cisco Systems, Inc. from 1997 to 2013, including, among others, Executive Advisor from 2011 to 2013, Senior Vice President, Development Strategy and Operations from 2009 to 2011, Senior Vice President, Access Networking and Services Group from 2008 to 2009 and Senior Vice President, Ethernet Systems and Wireless Technology Group from 2005 to 2008. Cisco designs, manufactures and sells Internet Protocol (IP)-based networking and other products related to the communications and information technology industry and provides services associated with these products. Prior to Cisco, Ms.Ms Hill had a number of engineering roles at various technology companies. Ms.Ms Hill currently serves as a director of NetApp, Inc. (2013-present)(September 2013-present) and Celanese Corporation (July 2015-present).

Ewald Kist

Director since July 2004

Ewald Kist, age 73, isMs Hill has significant experience in business management and leading engineering and operations organizations. Her various executive roles at Cisco Systems, Inc. allow her to bring extensive leadership experience and a member of the Audit, Governance & Nominatingstrong background in information technology and Compensation & Human Resources Committees of the Board of Directors. Mr. Kist was Chairman of ING Groep N.V. (“ING Group”), a financial services company, from 2000 until his retirement in June 2004. Before serving as Chairman of ING Group, Mr. Kist was Vice Chairman from 1999 to 2000 and served as a member of the Executive Board from 1993 to 1999. Priorbusiness operations to the merger of Nationale Nederlanden and NMB Postbank Group to form ING Group in 1992, Mr. Kist served in a variety of capacities at Nationale Nederlanden beginning in 1969, including Chairman from 1991 to 1992, General Management—the Netherlands from 1989 to 1991 and President Nationale Nederlanden U.S. Corporation from 1986 to 1989. He served as a director of Dutch National Bank from 2004 until 2012, Royal DSM N.V from 2004 to 2016 and Royal Philips Electronics from 2004 to 2016.Board.

RaymondRAYMOND W. McDaniel, Jr.MCDANIEL, JR.

Director since April 2003

Raymond W. McDaniel, Jr., age 59,62, has served as the Company’s President and Chief Executive Officer of the Company since April 2012, and served as the Chairman and Chief Executive Officer from April 2005 until April 2012. He currently serves on the Executive Committee of the Board of Directors. Mr. McDaniel served as the Company’s President from October 2004 until April 2005 and the Company’s Chief Operating Officer from January 2004 until April 2005. He has served as Chief Executive Officer of Moody’s Investors Service Inc., a subsidiary of the Company, since October 2007. He held the additional titles of President from November 2001 to August 2007 and December 2008 to November 2010 and Chairman from October 2007 until June 2015. Mr. McDaniel served as the Company’s Executive Vice President from April 2003 to January 2004, and as Senior Vice President, Global Ratings and Research from November 2000 until April 2003. He served as Senior Managing Director, Global Ratings and Research, of Moody’s Investors Service from November 2000 until November 2001 and as Managing Director, International from 1996 to November 2000. Mr. McDaniel currently is a director of John Wiley & Sons, Inc. (2005-present) and a member of the Board of Trustees of Muhlenberg College (2015-present).

HenryMr. McDaniel, who is both President and Chief Executive Officer of the Company, began his career at the Company serving as a ratings analyst and has served in numerous capacities at the Company over the past three decades. As a result, he brings to the Board a deep understanding of the Company’s business and operations as well as a historical perspective on the Company’s strategy. In addition, his service since 2005 as a director of John Wiley & Sons, Inc., which develops, publishes and sells products in print and electronic media for the educational, professional, scientific, technical, medical and consumer markets worldwide, has provided him with perspective on public company governance issues.

HENRY A. McKinnell, Jr.MCKINNELL, JR., Ph.D.PH.D.

Director since October 1997

Henry A. McKinnell, Jr., age 74,77, is Chairman of the Board of Directors and Chairman of the Executive Committee and serves as a member of the Audit, Governance & Nominating and Compensation & Human Resources Committees of the Board of Directors. Dr. McKinnell served as the Chief Executive Officer of Optimer Pharmaceuticals, Inc. from February 2013 until October 31, 2013. He served as Chairman of the Board of Pfizer Inc., a pharmaceutical company, from May 2001 until his retirement in December 2006 and Chief Executive Officer from January 2001 to July 2006. He served as President of Pfizer Inc. from May 1999 to May 2001, and as President of Pfizer Pharmaceuticals Group from January 1997 to April 2001. Dr. McKinnell served as Chief Operating Officer of Pfizer Inc. from May 1999 to December 2000 and as Executive Vice President from 1992 to

1999. He served as the Chairman of the Accordia Global Health Foundation, is Chairman Emeritus of the Connecticut Science Center and is a memberLife Director of the Academic Alliance for AIDS Care and Prevention in Africa.Japan Society. He also currently serves as a director of ViewRay, Inc. and ChemoCentryx, Inc. He served as Chairman of Optimer Pharmaceuticals, Inc. until 2013 and Emmaus Life Sciences until 2015 and Accordia Global Health Foundation until 2016.2015. He served as a director of Angiotech Pharmaceuticals, Inc. until 2011, Pfizer Inc. and ExxonMobil Corporation until 2007 and John Wiley & Sons until 2005. He also served as a director of ViewRay, Inc. from April 2016 to May 2019.

LeslieDr. McKinnell served for five years as the chief executive officer of a public pharmaceutical company with worldwide operations and, prior to that position, served as president, chief operating officer, chief financial officer and executive vice president. As a result of these positions, Dr. McKinnell brings to the Board financial expertise, global management experience and leadership skills. In addition, because the pharmaceutical business, like the Company’s, operates in a highly regulated industry, Dr. McKinnell brings to the Board an appreciation of what a complex regulatory environment means for the Company’s operations. Dr. McKinnell has also served as a director of several public companies, contributing to his perspective on corporate governance matters.

LESLIE F. SeidmanSEIDMAN

Director since December 2013

Leslie F. Seidman, age 54,57, is Chairman of the Audit Committee and is a member of the Executive, Governance & Nominating and Compensation & Human Resources Committees of the Board of Directors. Ms.Ms Seidman has over 30 years of experience in the accounting profession, serving as a member of the Financial Accounting Standards Board (FASB)(“FASB”) from 2003-2013, and as Chairman for approximately the last three years of her term. During her tenure, the FASB established numerous accounting standards relating to financial instruments, including securitizations, derivatives and credit losses and worked with regulators and policy makers in the U.S., and in other major capital markets to develop consistent accounting standards. Previously, Ms.Ms Seidman was the founder and managing member of a financial reporting consulting firm that served global financial institutions, law firms and accounting firms. From 1987 to 1996, Ms.Ms Seidman served as Vice President, Accounting Policy and in other roles at J.P. Morgan & Company, Inc. (now JPMorgan Chase & Co.)JPMorgan) and from 1984 to 1987, Ms.Ms Seidman served as an auditor for Arthur Young & Co. (now Ernst & Young, LLP). She is currently the Executive Director of the Center for Excellence in Financial Reporting at Pace University’s Lubin School of Business andMs Seidman previously served as a Public Governor forof the Financial Industry Regulatory Authority (FINRA)(2014-2019). Ms Seidman currently serves as a director of General Electric (2018-present), where she chairshas served as the Audit Committee Chair since April 2019, and serves onis also an advisor to Idaciti, Inc., astart-up fintech company (2017-present).

Ms Seidman brings regulatory and financial expertise to the Board. She served as a Public Governor of the Financial Industry Regulatory PolicyAuthority (FINRA). Her experience as the Chairman of the Financial Accounting Standards Board, executive at a major bank and Nominationsauditor for a major accounting firm allows her to bring to the Board significant knowledge of global accounting and Governance Committees.financial reporting matters in addition to regulatory and senior management experience. In addition, she has previously worked as a CPA and is certified in cybersecurity oversight.

Bruce Van Saun

BRUCE VAN SAUN

Director since March 2016

Bruce Van Saun, age 59,62, is a member of the Audit, Governance & Nominating and Compensation & Human Resources Committees of the Board of Directors. He has served as Chairman and Chief Executive Officer of Citizens Financial Group, Inc. (“Citizens”), a large regional bank, since October 2013. He joined Citizens from the Royal Bank of Scotland Group, Plc, a global banking and financial services group. He led Citizens to a successful initial public offering in September 2014, and full independence from RBS in October 2015. At RBS, Mr. Van Saun served as Group Finance Director and as an executive director on the RBS board from 2009 to 2013. Prior to that, Mr. Van Saun held a number of senior positions with Bank of New York and later Bank of New York Mellon over an11-year period. As Vice Chairman and Chief Financial Officer, he was actively involved in the strategic transformation of Bank of New York from a diversified regional bank into a focused global securities servicer and asset manager. Earlier in his more than30-year financial services career, he held senior positions with Deutsche Bank, Wasserstein Perella Group and Kidder Peabody & Co. Mr. Van Saun has served on a number of boards in both the U.S. and the U.K. He currently sits on the Financial Advisory Council and is a current member of The Clearing House Supervisory Board. He also serves on the boards of the National Constitution Center, the Partnership for Rhode IslandThe Bank Policy Institute and Jobs for Massachusetts.Federal Reserve Bank of Boston. He has previously served on the boards of The Royal Bank of Scotland Group plc and National Westminster Bank, plc,Plc, each an RBS affiliate, from October 2009 to SeptemberOctober 2013. He also served on the boards of ConvergEx Inc. from May 2007 to October 2013, Direct Line Insurance Group plc from April 2012 to October 2013 and WorldPay (Ship Midco Limited) from July 2011 to OctoberSeptember 2013, and on the franchise board of Lloyd’s of London from September 2012 to May 2016.

Mr. Van Saun currently serves as the chief executive officer and chairman of a U.S. bank. He has extensive executive experience, having formerly held several additional senior management positions at banks. As a result of holding these positions, Mr. Van Saun brings financial expertise, management experience and experience managing a business in a highly regulated industry both in the U.S. and in Europe. He has also served as a director of several companies, contributing to his appreciation of corporate governance matters.

ITEM 2— AMENDMENTS TO THE CERTIFICATE OF INCORPORATION

TO REMOVE SUPERMAJORITY VOTING STANDARDS

OVERVIEW

After careful consideration, the Board voted to approve, and to recommend to the stockholders that they approve, amendments to the Company’s Restated Certificate of Incorporation (“Certificate of Incorporation”) to remove the supermajority voting requirements currently in the Certificate of Incorporation and replace them with majority voting standards, and to adopt certain other immaterial amendments to the Certificate of Incorporation, each as described below (collectively, the “Proposed Amendments”). In light of the differing nature of the provisions affected, this matter is presented as three Items. The Proposed Amendments are set forth in Item 2(a), Item 2(b) and Item 2(c) below. Approval of any one of these Items is not conditioned upon approval of the other Items.

As discussed in more detail below, the Company’s Certificate of Incorporation currently contains the following supermajority voting provisions:

In addition, the Proposed Amendments include certain immaterial changes that are described below.

REASONS FOR THE PROPOSED AMENDMENTS

As a part of the Company’s ongoing review of its corporate governance, the Board determined that it is in the best interests of the Company and its stockholders to remove the supermajority voting requirements in the Company’s Certificate of Incorporation and provide for majority voting standards.

The Board recognizes that supermajority voting requirements can promote stability and protect stockholders by restricting certain fundamental corporate governance changes from being made unless those actions enjoy broad support among the Company’s stockholders. The Board also believes that an additional benefit of the existing supermajority provisions is that they provide enhanced stability that benefits the Company’s rating business, which depends in part upon maintaining the confidence of the marketplace and of regulators that the

Company’s ratings processes are stable, methodical and free from improper influence. However, the Board also recognizes that many investors and others have a different view, and believe that supermajority voting provisions conflict with principles of good corporate governance. For example, some stockholders and commentators argue that supermajority voting requirements limit a board’s accountability to stockholders or limit stockholders’ participation in a company’s corporate governance. It is important to note that if the Proposed Amendments are approved, they could make it easier for stockholders to remove directors and effect other corporate governance changes in the future.

After considering the advantages and disadvantages of maintaining supermajority voting requirements in the Certificate of Incorporation, the Board adopted resolutions setting forth the Proposed Amendments, declaring the Proposed Amendments advisable and resolving to submit the Proposed Amendments to the Company’s stockholders for deliberation with the recommendation that stockholders approve the Proposed Amendments.

THE PROPOSED AMENDMENTS

ITEM 2(a): REMOVAL OF SUPERMAJORITY VOTING STANDARDS FOR STOCKHOLDER APPROVAL OF FUTURE AMENDMENTS TO THE CERTIFICATE OF INCORPORATION ANDBY-LAWS

Article Ninth of the Certificate of Incorporation currently states that a vote of at least 80% of the voting power of all the shares of the Company entitled to vote generally in the election of directors, voting together as a single class, is necessary to modify Article Ninth or the provisions in the Certificate of Incorporation that:

Likewise, Article Ninth of the Certificate of Incorporation limits amendments to the Certificate of Incorporation, and Article Fifth limits amendments to theBy-Laws (where those amendments are approved by the stockholders), that are inconsistent with the foregoing provisions, by imposing a supermajority voting requirement. Specifically, any such amendments must be approved by the affirmative vote of at least 80% of the voting power of all the shares of the Company entitled to vote generally in the election of directors, voting together as a single class.

This Item 2(a) proposes to amend Article Ninth of the Certificate of Incorporation by replacing the 80% voting requirements with majority voting requirements. As a result, any future action by stockholders to alter, amend or repeal the Certificate of Incorporation can be approved by the affirmative vote of a majority of the voting power of all the shares of the Company entitled to vote, voting together as a single class. This majority voting requirement is the default voting standard for amending provisions of a certificate of incorporation under the Delaware General Corporation Law (the “DGCL”). This Item 2(a) would also amend Article Fifth of the Certificate of Incorporation to provide that theBy-Law provisions described above will be subject to the same majority voting standard that applies to amend the provisions of the Certificate of Incorporation.

In addition, the Board has approved a conforming amendment to Article IX of theBy-Laws, to remove the 80% vote required for stockholders to amend certain provisions of theBy-Laws. TheseBy-Law provisions address the same matters that are subject to an 80% vote under Articles Seventh and Eighth of the Certificate of Incorporation, as described above. TheBy-Law provisions also address: (1) the voting standard applicable to the election of directors by stockholders (which is a majority of votes cast in uncontested elections); (2) the quorum and vote for Board action; and (3) the submission of nominations and other business at meetings of stockholders, including the advance noticeBy-Laws. ThisBy-Law amendment will become effective only if stockholders approve the Proposed Amendments set forth in this Item 2(a).

ITEM 2(b): REMOVAL OF SUPERMAJORITY VOTING STANDARD TO REMOVE DIRECTORS

Currently, Article Seventh, Section 1 of the Certificate of Incorporation states that a director can be removed from office only by the affirmative vote of the holders of at least 80% of the voting power of all shares of the Company entitled to vote generally in the election of directors, voting together as a single class. This Item 2(b)

requests that stockholders approve an amendment to this standard in order to provide that stockholders can remove directors by “a majority of the voting power of all the shares of the corporation entitled to vote thereon.” This is the default voting standard under the DGCL.

ITEM 2(c): REMOVAL OF SUPERMAJORITY VOTING STANDARDS FOR FILLING OPEN BOARD SEATS AT STATUTORILY REQUIRED SPECIAL MEETINGS

Currently, Article Seventh, Section 1 of the Certificate of Incorporation states that stockholders can fill vacancies and newly created directorships at a statutorily required special meeting of stockholders by the affirmative vote of the holders of at least 80% of the voting power of all shares of the Company entitled to vote generally in the election of directors, voting together as a single class.

This Item 2(c) requests that stockholders approve an amendment to the Certificate of Incorporation that removes this supermajority voting provision. Under Section 223 of the DGCL, if at any time the Company should have no directors in office, then any stockholder may apply to the Court of Chancery for a decree summarily ordering an election. Section 223 further states that if, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board, the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the voting stock at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. By deleting the supermajority voting provision, directors elected at a meeting called pursuant to Section 223 will be elected by the same voting standard that governs the election of directors pursuant to theBy-Laws. Under Article Second, Section 1 of theBy-Laws, directors are elected by a majority of the votes cast in an uncontested election, and by a plurality vote in contested elections. The general description of Section 223 set forth herein is qualified in its entirety by reference to the text of the DGCL.

This Item 2(c) also includes additional immaterial changes that remove from Article Seventh, Section 1 of the Certificate of Incorporation legacy provisions relating to the Company’s transition from a classified board of directors to annual elections, which is now complete.

In addition, the Board has approved a conforming amendment to Article II, Section 2 of theBy-Laws, which contains substantially similar language to Article Seventh, Section 1 of the Certificate of Incorporation governing the filling of any vacancy or any newly created directorship. ThisBy-Law amendment will become effective only if stockholders approve the Proposed Amendments set forth in this Item 2(c).

ADDITIONAL INFORMATION

The general descriptions of the Proposed Amendments set forth above are qualified in their entirety by reference to the text of the Proposed Amendments, which are attached as Appendix A to these proxy materials. Additions to the Certificate of Incorporation are indicated by double underlining, and deletions are indicated by strike-outs.

If any of the Proposed Amendments are approved, the approved amendments will become effective upon the filing of a certificate of amendment with the Secretary of State of the State of Delaware setting forth the approved amendments, which is expected to occur after the Company’s 2020 Annual Meeting of Stockholders. However, if the Company’s stockholders approve any of the Proposed Amendments, the Board retains discretion under the DGCL not to implement the approved Proposed Amendments. If the Board exercises this discretion, it will publicly disclose that fact and the reason for its determination. As noted above, the Board has also approved conforming amendments to theBy-Laws, contingent upon stockholder approval and implementation of the Proposed Amendments. If the Proposed Amendments included in any or all of Item 2(a), Item 2(b) and Item 2(c) are not approved by stockholders, the Proposed Amendments that are not approved by stockholders will not be implemented, the Company’s current voting standards relating to the Proposed Amendments that were not approved will remain in place, and the conforming amendments to theBy-Laws will not become effective.

The Board of Directors recommends a vote FOR each of Item 2(a), Item 2(b) and Item 2(c) in order to amend the Company’s Certificate of Incorporation to remove the supermajority voting requirements applicable to certain actions and replace them with majority voting standards as described above.

ITEM 3—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

The Audit Committee evaluates the selection of the Company’s independent auditor each year, and has appointed KPMG LLP as the Company’s independent registered public accounting firm to audit the consolidated financial statements of the Company for the year ending December 31, 2017.2020. KPMG LLP audited the consolidated financial statements of the Company for the year ended December 31, 2016.2019. In determining whether

to reappoint KPMG as the Company’s independent auditor, the Audit Committee took into consideration a number of factors, including: KPMG’s performance on prior audits, and the quality and efficiency of the services provided by KPMG; an assessment of the firm’s professional qualifications, resources and expertise; KPMG’s knowledge of the Company’s business and industry; the quality of the Audit Committee’s ongoing communications with KPMG and of the firm’s relationship with the Audit Committee and Company management; KPMG’s independence; the appropriateness of KPMG’s fees; the length of time the firm has served in this role; the impact of changing auditors; and data on audit quality and performance, including recent PCAOB reports on KPMG LLP and peer firms. Considered together, these factors enable the Audit Committee to evaluate whether the selection of KPMG LLP as the Company’s independent auditor, and the retention of KPMG LLP to perform other services, will contribute to and enhance audit quality. Based on its evaluation, the Audit Committee believes that the continued retention of KPMG LLP to serve as the Company’s independent registered public accounting firm is in the best interest of our stockholders.

As a matter of good corporate governance, theThe Audit Committee has requested the Board of Directors to submit the selection of KPMG LLP as the Company’s independent registered public accounting firm for 20172020 to stockholders for ratification.ratification as a matter of good corporate governance. If the appointment of KPMG LLP is not ratified by stockholders, the Audit Committee willre-evaluate its selection and will determine whether to maintain KPMG LLP as the Company’s independent registered public accounting firm or to appoint another independent registered public accounting firm.

A representative of KPMG LLP is expected to be present at the Annual Meeting. Such representative will have the opportunity to make a statement if he so desires and is expected to be available to respond to appropriate questions.

The Board of Directors recommends a vote FOR ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2017.2020.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit FeesAUDIT FEES

The aggregate fees for professional services rendered for (i) the integrated audit of the Company’s annual financial statements for the years ended December 31, 20162019 and 2015,2018, (ii) the review of the financial statements included in the Company’s Reports on Forms10-Q and8-K, and (iii) statutory audits of subsidiaries, were approximately $3.6$5.4 million and $3.2$6.5 million in 20162019 and 2015,2018, respectively. These fees included amounts accrued but not billed of $2.4approximately $2.5 million and $2.0$2.7 million in the years ended December 31, 20162019 and 2015,2018, respectively.

Audit-Related FeesAUDIT-RELATED FEES

The aggregate fees for audit-related services rendered to the Company were approximately $0.1$0.6 million in both of the yearsyear ended December 31, 20162019 and 2015.approximately $0.2 million in the year ended December 31, 2018. Such services included employee benefit plan audits.

Tax Fees

TAX FEES

The aggregate fees billed for professional services rendered for tax services rendered by the auditors for the years ended December 31, 20162019 and 20152018 were approximately $0 and $0, respectively.

All Other FeesALL OTHER FEES

The aggregate fees billed for all other services rendered to the Company by KPMG LLP for the years ended December 31, 20162019 and 20152018 were approximately $0 and $0, respectively.

ITEM 3—4—ADVISORY RESOLUTION APPROVING EXECUTIVE COMPENSATION

We are asking stockholders to vote on an advisory resolution approving the compensation of the Company’s executives who are named in the Summary Compensation Table that appears on page 5055 (referred to as the “Named Executive Officers” or “NEOs”) inof this Proxy Statement. As described in the Compensation Discussion and Analysis section of this Proxy Statement, the goal of the Compensation & Human Resources Committee (the “Committee”) in setting executive compensation is to provide a competitive total compensation package that assists in the retention of the Company’s executives and motivates them to perform at a superior level while encouraging behavior that is in the long-term best interests of the Company and its stockholders. Consistent with this philosophy, a significant portion of the total compensation opportunity for each of Moody’s executives is performance-based, and ultimately dependent upon the Company’s achievement of specified goals that are both financial and operating(non-financial) in nature, and aligned with stockholder value creation.

Against volatile market conditions, Moody’s demonstrated solid financial performance.The Company achieved strong results for 2019, reporting revenue of $4.8 billion. Moody’s Investors Service (“MIS”), recorded a 2% revenue increase to $2.4 billion for full-year 2016increased 6% from 2018, and revenue for Moody’s Analytics (“MA”) surpassed $1.2 billion, a 7% increaseachieved strong growth, with revenues increasing 13% from full-year 2015. These revenue results were achieved in spite of the unfavorable impact of foreign exchange rates and difficult market conditions. The Company confronted obstacles as worldwide economic and political conditions and changes in monetary and fiscal policies affected the credit markets. In addition, MIS and other credit rating agencies continued to be the subject of heightened scrutiny and increased regulation.

The Company operates under governance standards that it believes best serve its stockholders, while also incorporating certain “best practices” in governance and executive compensation, including the following:2018.

•

Stock Ownership Guidelines—The Company has robust stock ownership guidelines for its executives (including the NEOs) andnon-management directors, as well as a requirement that executives andnon-management directors who are subject to the Company’s guidelines must retain a significant percentage (75%) of the net shares received through equity awards until satisfying their ownership goals; andgoals.

We urge stockholders to read the CD&A beginning on page 2933 of this Proxy Statement, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and related compensation tables and narrative, beginning on page 50,55, which provide detailed information on the compensation of our Named Executive Officers.NEOs. The Committee and the Board of Directors believe that the policies and procedures articulated in the CD&A are effective in achieving our goals and that the compensation of our Named Executive OfficersNEOs reported in this Proxy Statement has supported and contributed to the Company’s success.

In accordance with Section 14A of the Exchange Act, and as a matter of good corporate governance, the Board is asking stockholders to vote at the 2017 Annual Meeting of Stockholders on the following advisory resolution approving executive compensation:

RESOLVED, that the stockholders of Moody’s Corporation (the “Company”) approve, on an advisory basis, the compensation of the Company’s Named Executive Officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables and narrative in the Proxy Statement for the Company’s 20172020 Annual Meeting of Stockholders.

This advisory resolution, commonly referred to as a“say-on-pay”say-on-pay resolution, isnon-binding on the Board. Althoughnon-binding, the Board and the Compensation & Human Resources Committee will review and consider the voting results when evaluating the Company’s executive compensation program.

After consideration of the vote of stockholders at the Company’s 20112017 annual meeting of stockholders on the frequency of futuresay-on-pay resolutions and other factors, the Board determined to hold a vote on an advisory resolution approving executive compensation annually, although it may determine to vary thethis practice based on factors such as discussions with stockholders. Accordingly, unless the Board modifies its policy on the frequency of future“say-on-pay”say-on-pay advisory votes, after taking into consideration the stockholders’ vote on the frequency of future“say-on-pay” advisory votes (as discussed in Item 4, below), the next vote on an advisory resolution approving executive compensation will be held at the Company’s 20182021 annual meeting of stockholders.

The Board of Directors recommends a vote FOR the advisory resolution approving executive compensation.

ITEM 4 — ADVISORY RESOLUTION ON THE FREQUENCY OF FUTURE ADVISORY RESOLUTIONS APPROVING EXECUTIVE COMPENSATION

At the Company’s 2011 Annual Meeting of Stockholders, Moody’s stockholders voted, on an advisory basis, to hold an annualsay-on-pay vote and, after considering the stockholders’ vote and other factors, the Board determined to proceed with an annual vote. We believe that an annualsay-on-pay vote gives stockholders a meaningful opportunity to provide regular feedback on our executive compensation programs. Since these programs are designed to reward long-term performance and operate over a period of years, we also encourage our stockholders to evaluate our executive compensation programs over a multi-year horizon and review our named executives’ compensation over the past three fiscal years as reported in the Summary Compensation Table on page 50. In addition, an annualsay-on-pay vote provides an opportunity for the Compensation & Human Resources Committee and the Board of Directors to evaluate the results of the most recentsay-on-pay vote, to discuss the implications of that vote with stockholders to the extent needed, and to begin developing and implementing any adjustments to our executive compensation programs that may be appropriate in light of the pastsay-on-pay votes.

For the reasons outlined above, the Board recommends thatsay-on-pay votes occur every year. We look forward to the input that our stockholders provide through this advisory vote on the frequency of futuresay-on-pay votes, and we will carefully consider and take into account our stockholders’ views when determining how often to conduct futuresay-on-pay votes. Stockholders will be able to specify one of four choices for this proposal on the proxy card: One Year, Two Years, Three Years or Abstain. Stockholders are not voting to approve or disapprove the Board’s recommendation, and the vote is not binding on the Board of Directors. Notwithstanding the Board’s recommendation and the outcome of the stockholder vote, the Board may in the future decide to conductsay-on-pay votes on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs.

The Board of Directors recommends that stockholders vote to conduct future advisory votes on executive compensation every year.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below sets forth the number of shares of Common Stock beneficially owned as of the dates indicated below by (i) each director and nominee for director of the Company, (ii) each named executive officer listed in the Summary Compensation Table below (the “NamedNamed Executive Officers” or “NEOs”),Officer, (iii) all directors and executive officers of the Company as a group, and (iv) each person who is known to the Company to be the beneficial owner of more than 5% of the outstanding shares of Common Stock (the “Company’s 5% Owners”). StockExcept as noted below, stock ownership information is based on (a) the number of shares of Common Stock beneficially owned by directors and executive officers as of December 31, 20162019 (based on information they supplied to the Company by them)Company), calculated in accordance with SEC rules, and (b) the number of shares of Common Stock held by the Company’s 5% Owners, based on information filed with the SEC by the Company’s 5% Owners. Unless otherwise indicated and except for the interests of individuals’ spouses, the stockholders listed below have sole voting and investment power with respect to the shares indicated as owned by them. Percentages are based upon the number of shares of Common Stock outstanding on December 31, 2016,2019, and, where applicable, the number of shares of Common Stock that the indicated beneficial owner had a right to acquire within 60 days of such date. The table also sets forth ownership information concerning “Stock Units,” the value of which is measured by the price of the Common Stock. Stock Unitsunits do not confer voting rights and are not considered “beneficially owned” shares under SEC rules.