UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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 ☐
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| ☐ | Definitive Proxy Statement |
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| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
IHS MARKIT LTD.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 29, 2020
IHS MARKIT LTD.
(Exact Name of Registrant as Specified in Its Charter)
| | | |
| Bermuda | 001-36495 | 98-1166311 |
(State or other jurisdiction of
incorporation or organization) | (Commission File Number) | (IRS Employer
Identification No.) |
| | 4th Floor, Ropemaker Place, | |
| 25 Ropemaker Street |
| | London, England | |
| | EC2Y 9LY | |
| | (Address of principal executive offices) | |
| | | |
+44 20 7260 2000
(Registrant’s telephone number, including area code) |
| |
| Former name or former address, if changed since last report: Not Applicable |
| |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered |
Common Shares, $0.01 par value per share | INFO | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Human Resources Committee (the “Committee”) of the Board of Directors of IHS Markit Ltd. (the “Company”) previously approved for fiscal year 2020: (i) base salaries for the Company’s named executive officers (including, in certain cases, base salary adjustments effective March 1, 2020) and (ii) their fiscal year 2020 target cash incentive amounts (as a percentage of base salary) under the Company’s 2020 Cash Incentive Plan. The named executive officers and their titles are listed in the below table.
Following the Committee’s approvals of these compensatory arrangements, COVID-19 was declared by the World Health Organization to be a pandemic. In response to COVID-19’s potential adverse financial impact on the Company, at the request of the named executive officers, the Committee has approved adjustments to the compensation of the named executive officers for the remainder of 2020 and 2021. The Committee has approved reductions to the compensation for the named executive officers as follows:
| · | Effective April 1, 2020 and for the remainder of fiscal year 2020, a 50% decrease from the current salary of the Chairman and Chief Executive Officer and a 40% decrease in the current salary of the other named executive officers; |
| · | A reduction in the 2020 Cash Incentive Target amounts to apply the previously approved target percentages of base salary to the adjusted full year earned 2020 salary for each named executive officer; and |
| · | Effective December 1, 2020 for the remainder of fiscal year 2021, a 25% decrease from the current salary of the Chairman and Chief Executive Officer and a 20% decrease in the current salary of the other named executive officers. |
The adjusted full year earned 2020 salary for each named executive officer, the adjusted 2020 Cash Incentive Target amount and the adjusted 2021 salary for each named executive officer is set forth in the table below.
| | | CURRENT 2020 | ADJUSTED 2020 AND 2021 |
| Name | Title | Salary Effective March 1, 2020 | Cash Incentive Target
($)(1) | Full Year Earned 2020 Salary After Adjustment Effective April 1, 2020 | Cash Incentive Target
($) | 2021 Salary effective
December 1, 2020 |
| Lance Uggla | Chairman and Chief Executive Officer | $1,200,000 | $2,400,000 | $800,000 | $1,600,000 | $900,000 |
| Jonathan Gear | Executive Vice President and Chief Financial Officer | $650,000 | $650,000 | $464,167 | $464,167 | $520,000 |
| Adam Kansler | Executive Vice President, President of Financial Services | $650,000 | $650,000 | $464,167 | $464,167 | $520,000 |
| Sari Granat | Executive Vice President, Chief Administrative Officer and General Counsel | $575,000 | $575,000 | $415,417 | $415,417 | $460,000 |
| Todd S. Hyatt | former Executive Vice President and Chief Financial Officer | $650,000 | $650,000 | $464,617 | $464,617 | $520,000 |
(1) Adjusted 2020 Cash Incentive Target based on percentage of adjusted earned salary for 2020.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | IHS MARKIT LTD. |
| | | |
| | | |
| Date: March 30, 2020 | By: | /s/ Sari Granat |
| | | | | Sari Granat |
| | | | | Executive Vice President, Chief Administrative Officer, and General Counsel |
