UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 15, 2020
______________________
IHS MARKIT LTD.
(Exact name of registrant as specified in its charter)
| Bermuda | 001-36495 | 98-1166311 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
4th Floor, Ropemaker Place
25 Ropemaker Street
London, England
EC2Y 9LY
(Address of principal executive offices and zip code)
+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.
(e) IHS Markit Ltd. (“IHS Markit”) entered into a letter agreement dated July 14, 2020 (the “July 2020 Amendment”) with Todd S. Hyatt, Executive Vice President, which amended Mr. Hyatt’s compensation as he transitioned to the role of Senior Advisor to the CEO, a part-time position, effective July 13, 2020. Mr. Hyatt’s salary was reduced to $35,568 per annum. In addition, should Mr. Hyatt achieve certain strategic goals mutually agreed with the Company, he will be eligible to receive a one-time lump sum bonus of $1 million, less any salary he receives between July 13, 2020 and the date of achievement of the strategic goals. Except as modified by the July 2020 Amendment, Mr. Hyatt’s employment remains subject to the terms and conditions set forth in his employment letter dated October 31, 2013, as amended on July 8, 2016 and February 3, 2017.
The foregoing description of the July 2020 Amendment does not purport to be complete and is qualified in its entirety by reference to the July 2020 Amendment, which is attached as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | | Description |
| 10.1+ | | Letter Agreement with Todd Hyatt dated July 14, 2020 |
| 101 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
| 104 | | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. |
+ Compensatory plan or arrangement.
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: July 17, 2020 | By: | /s/ Sari Granat |
| | | Sari Granat |
| | | Executive Vice President, Chief Administrative Officer, and General Counsel |
