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 14, 2018[●], 2020

Dear Stockholder:

You are cordially invited to attend the 20182020 Annual Meeting of Stockholders of Moody’s Corporation to be held on Tuesday, April 24, 2018,21, 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, 20172019 is also enclosed.

On March 14, 2018,[●], 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 20182020 Proxy Statement and 20172019 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 20182020 ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

The 20182020 Annual Meeting of Stockholders of Moody’s Corporation will be held on Tuesday, April 24, 2018,21, 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, 201824, 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 14, 2018[●], 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 20182020 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 amendments to the Restated Certificate of Incorporation to remove supermajority voting standards, and on the advisory resolution approving executive compensation, and on the stockholder proposal, 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-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 24, 201821, 2020

The Proxy Statement and the Company’s 20172019 Annual Report to Stockholders are available athttps://materials.proxyvote.com/615369.615369. 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

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PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION

ANNUAL MEETING OF STOCKHOLDERSPROXY STATEMENT SUMMARY

OF MOODY’S CORPORATION

General2020 ANNUAL MEETING INFORMATION

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 24, 2018, 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 14, 2018.[●], 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 (“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 14, 2018, 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 copyretire from the Board at the end of his current term. Information regarding 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 viadirector nominees is provided below.

e-mail✓ unless you elect otherwise.Independent                C: Chairman of Committee                M: Member of Committee    

Record DateCORPORATE SOCIAL RESPONSIBILITY

Moody’s manages its business with the goal of delivering value to all of its stakeholders, including its customers, employees, business partners, local communities and stockholders. The BoardCompany’s Corporate Social Responsibility (“CSR”) strategy is an integral part of Directors has fixed the close of business on February 28, 2018 as the record date (the “Record Date”) for the determination of stockholders entitledsupporting this fundamental commitment to notice of, and to vote at, the

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 2018 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. As a result ofAfter performing its annual governance review for 2017,2019, the Board amendeddetermined to amend the Company’s Corporate Governance Principles and its charters for the Audit, and Governance & Nominating Committee Charters.and Compensation & Human Resources 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

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 20192021 annual meeting of stockholders, this deadline is December 25, 2018.22, 2020.

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.”

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

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.

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 Chairman 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.function (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 aggregate number of stock awards outstanding as of December 31, 2017 for each individual who served as anon-management director of the Company during 2017

The aggregate number of stock awards outstanding, including any accrued dividends, as of December 31, 2019 for each individual who served as anon-management director of the Company during 2019 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, 2017, 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 Incentive PlanDIRECTORS’ STOCK INCENTIVE PLAN

In October 2015, the Board approvedThe 1998 Directors Plan 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, Thérèse Esperdy, Vincent A. Forlenza, Kathryn M. Hill, Raymond W. McDaniel, Jr., Henry A. McKinnell, Jr., Ph.D., Leslie F. Seidman and Bruce Van Saun, and Gerrit Zalm, each for aone-year term expiring in 2019.2021. 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. SevenAll of the nominees are currently members of the Board of Directors and were previously were elected by the stockholders. Two new nominees, Messrs. Forlenza and Zalm, have been nominated as well. With regard to the new nominees approved by the Governance & Nominating Committee for inclusion on the Company’s proxy card, they were recommended by anon-management director and a third-party search firm, respectively. 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

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.

Vincent A. ForlenzaMr. 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 Nomineesince March 2019

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 64,66, 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 has served as Becton Dickinson’s Chief Executive Officer sincefrom 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 board of directors and former chairman of the Advanced Medical

Technology Association (AdvaMed), an international medical technology trade organization. He is a member of the Board of Trustees of The Valley Health System and a member of the Board of Directors of the Quest Autism Foundation. He previously served as a member of the Board of Trustees of Lehigh University from 2011 to 2017.

KathrynMr. 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 also contributes to his focus on corporate governance matters.

KATHRYN M. HillHILL

Director since October 2011

Kathryn M. Hill, age 61,63, 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 Hill has over 30 years of experience in business management and leading engineering and operations organizations. 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 Hill had a number of engineering roles at various technology companies. Ms Hill currently serves as a director of NetApp, Inc. (2013-present)(September 2013-present) and Celanese Corporation (July 2015-present).

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

Director since October 1997

Henry A. McKinnell, Jr., age 75,77, 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 Life Director of the Japan Society. He currently serves as a director of ViewRay, Inc., Federal Street Acquisition Corp. and ChemoCentryx, Inc. He served as Chairman of Optimer Pharmaceuticals, Inc. until 2013 and Emmaus Life Sciences until 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 55,57, 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 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 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 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 Seidman served as an auditor for Arthur Young & Co. (now Ernst & Young, LLP). She is currentlyMs Seidman previously served as a Public Governor forof the FINRA,Financial Industry Regulatory Authority (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 on the Regulatory Policy and Nominations and Governance Committees. She is also an advisor to Idaciti, Inc., astart-up fintech company.company (2017-present).

Ms Seidman brings regulatory and financial expertise to the Board. She served as a Public Governor of the Financial Industry Regulatory Authority (FINRA). Her experience as the Chairman of the Financial Accounting Standards Board, executive at a major bank and auditor for a major accounting firm allows her to bring to the Board significant knowledge of global accounting and 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 SaunBRUCE VAN SAUN

Director since March 2016

Bruce Van Saun, age 60,62, 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 Federal 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, each an RBS affiliate, from October 2009 to October 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 September 2013, and on the franchise board of Lloyd’s of London from September 2012 to May 2016.

Gerrit Zalm

Director Nominee

Gerrit Zalm, age 65, served as Chairman and Chief Executive Officer of ABN AMRO from 2009 to 2016. In 2008, Mr. Zalm served as Chief Financial Officer of DSB Bank N.V. and as its Chief Economist from 2007 to 2008. From 2007 to 2010 Mr. Zalm servedVan Saun currently serves as the Chairmanchief executive officer and chairman of the Trusteesa U.S. bank. He has extensive executive experience, having formerly held several additional senior management positions at banks. As a result of the International Accounting Standards Board.holding these positions, Mr. Zalm was Minister of Finance of the Netherlands from 2003 to 2007Van Saun brings financial expertise, management experience and 1994 to 2002 and servedexperience managing a business in a highly regulated industry both in the Netherlands House of Representatives as the Parliamentary Leader of the VVD Party from 2002 to 2003. Prior to 1994, Mr. Zalm was head of the Netherlands Bureau for Economic Policy Analysis, held various positions at the Netherlands Ministry of FinanceU.S. and Ministry of Economic Affairs and was a professor at Vrije Universiteit Amsterdam. Mr. Zalmin Europe. He has also served as a director of Royal Dutch Shell since 2013.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, 2018.2020. KPMG LLP audited the consolidated financial statements of the Company for the year ended December 31, 2017.2019. 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

TAX FEES

The aggregate fees billed for professional services rendered for tax services rendered by the auditors for the years ended December 31, 20172019 and 20162018 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, 20172019 and 20162018 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 5255 (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.

Global growth and healthy capital markets in 2017 provided the backdropThe Company achieved strong results for Moody’s highest2019, reporting revenue growth since 2012. Bothof $4.8 billion. Moody’s Investors Service (“MIS”)revenue increased 6% from 2018, and Moody’s Analytics (“MA”) reported recordachieved strong growth, with revenues with seven out of the eight lines of business showing growth in 2017. MIS revenue increased 17% to $2.8 billion and MA revenue increased 16% to $1.4 billion. 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:increasing 13% from 2018.

We urge stockholders to read the CD&A beginning on page 3033 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 52,55, 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 2018 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 20182020 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 2017 annual meeting of stockholders on the frequency of future“say-on-pay”say-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 this 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, the next vote on an advisory resolution approving executive compensation will be held at the Company’s 20192021 annual meeting of stockholders.

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

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, 20172019 (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, 2017,2019, 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.