UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 25, 2017
MOODY’S CORPORATION
(Exact Name of Registrant as Specified in Charter)
| | | | |
| Delaware | | 1-14037 | | 13-3998945 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
7 World Trade Center at 250 Greenwich Street
New York, New York 10007
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (212)553-0300
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
The voting results for the matters voted on at the 2017 Annual Meeting of Stockholders of Moody’s Corporation (the “Company”) held on April 25, 2017 are as follows:
| 1. | Nine directors were elected to serveone-year terms expiring at the Company’s 2018 Annual Meeting of Stockholders as follows: |
| | | | | | | | | | | | | | | | |
Nominee | | Votes For | | | Votes Against | | | Abstentions | | | Broker
Non-Votes | |
Basil L. Anderson | | | 158,467,542 | | | | 2,682,056 | | | | 73,245 | | | | 11,125,191 | |
Jorge A. Bermudez | | | 161,039,736 | | | | 106,481 | | | | 76,625 | | | | 11,125,192 | |
Darrell Duffie, Ph.D. | | | 161,057,331 | | | | 97,033 | | | | 68,478 | | | | 11,125,192 | |
Kathryn M. Hill | | | 160,917,326 | | | | 242,349 | | | | 63,169 | | | | 11,125,190 | |
Ewald Kist | | | 158,965,550 | | | | 2,175,778 | | | | 81,516 | | | | 11,125,190 | |
Raymond W. McDaniel, Jr. | | | 160,818,504 | | | | 332,055 | | | | 72,284 | | | | 11,125,191 | |
Henry A. McKinnell, Jr., Ph.D. | | | 154,658,466 | | | | 6,205,444 | | | | 358,933 | | | | 11,125,191 | |
Leslie F. Seidman | | | 161,069,610 | | | | 88,530 | | | | 64,703 | | | | 11,125,191 | |
Bruce Van Saun | | | 160,976,829 | | | | 173,546 | | | | 72,467 | | | | 11,125,192 | |
| 2. | The appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year 2017 was ratified as follows: |
| | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 171,529,427 | | 654,976 | | 163,631 | | 0 |
| 3. | The advisory resolution approving executive compensation was approved as follows: |
| | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 152,245,010 | | 4,999,590 | | 3,978,004 | | 11,125,430 |
| 4. | The advisory resolution on the frequency of future advisory resolutions approving executive compensation was voted on as follows: |
| | | | | | | | |
One Year | | Two Years | | Three
Years | | Abstentions | | Broker
Non-Votes |
| 151,455,683 | | 602,682 | | 8,981,668 | | 175,881 | | 11,125,427 |
In light of these voting results, the Company plans to hold future advisory votes approving executive compensation annually until the next required vote on the frequency of such advisory votes, or until the Board of Directors of the Company otherwise determines that a different frequency is in the best interests of the Company and its stockholders.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | |
| MOODY’S CORPORATION |
| |
| By: | | /s/ John J. Goggins |
| | John J. Goggins |
| | Executive Vice President and General Counsel |
Date: May 1, 2017
