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): May 18, 2020 (May 13, 2020)
S&P Global Inc.
(Exact Name of Registrant as specified in its charter)
| | | | | | | | |
| New York | 1-1023 | 13-1026995 |
| (State or other jurisdiction of incorporation or organization) | (Commission File No.) | (IRS Employer Identification No.) |
55 Water Street, New York, New York 10041
(Address of Principal Executive Offices) (Zip Code)
(212) 438-1000
(Registrant’s telephone number, including area code)
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:
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| Title of each class | Trading Symbol | Name of Exchange on which registered | | |
| Common stock (par value $1.00 per share) | SPGI | 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 of this chapter) or Rule 12b-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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 13, 2020, shareholders of S&P Global Inc. (the "Company") voted to approve the change of the Company's Certificate of Incorporation to permit removal of a director with or without cause, effective May 13, 2020. The Company submitted the Company's Amended and Restated Certificate of Incorporation, as approved by the shareholders, to the Department of State of the State of New York on May 18, 2020.
The foregoing description of the amendment is qualified in its entirety by reference to the full text of the Amended and Restated Certificate of Incorporation, dated May 13, 2020, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
a.The Company held its Annual Meeting of Shareholders on May 13, 2020.
b.The following is a summary of the voting results for each matter presented to shareholders at the Annual Meeting.
Proposal 1: Election of Directors
The Company’s shareholders elected the persons nominated as Directors of the Company as set forth below:
| | | | | | | | | | | | | | |
| Nominees | For | Against | Abstain | Broker Non-Votes |
| Marco Alverà | 192,110,792 | 256,284 | 307,027 | 19,065,975 |
| William J. Amelio | 192,053,629 | 274,020 | 346,454 | 19,065,975 |
| William D. Green | 182,552,447 | 9,812,516 | 309,141 | 19,065,975 |
| Charles E. Haldeman, Jr. | 192,126,763 | 241,710 | 305,630 | 19,065,975 |
| Stephanie C. Hill | 192,053,864 | 349,473 | 270,767 | 19,065,975 |
| Rebecca Jacoby | 192,178,257 | 211,350 | 284,497 | 19,065,975 |
| Monique F. Leroux | 177,534,016 | 14,578,176 | 561,911 | 19,065,975 |
| Maria R. Morris | 191,276,605 | 1,114,389 | 283,110 | 19,065,975 |
| Douglas L. Peterson | 192,198,694 | 191,007 | 284,402 | 19,065,975 |
| Edward B. Rust, Jr. | 184,800,869 | 7,557,087 | 316,148 | 19,065,975 |
| Kurt L. Schmoke | 188,722,470 | 3,612,251 | 339,383 | 19,065,975 |
| Richard E. Thornburgh | 192,097,790 | 241,882 | 334,431 | 19,065,975 |
Proposal 2: Proposal to approve, on an advisory basis, the executive compensation program for the Company’s named executive officers:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 185,402,200 | 6,406,453 | 865,451 | 19,065,975 |
Proposal 3: Proposal to approve an amendment to the Company's Certificate of Incorporation to permit removal of a Director with or without cause:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 190,822,020 | 1,428,636 | 423,448 | 19,065,975 |
Proposal 4: Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent Registered Public Accounting Firm for 2020:
| | | | | | | | |
| For | Against | Abstain |
| 198,950,080 | 12,423,053 | 366,946 |
c.Not applicable.
d.Not applicable.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibit is furnished with this report:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K Report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | S&P Global Inc. | | | |
| | | | | |
| | | /s/ | Alma Rosa Montanez | |
| | | By: | Alma Rosa Montanez | |
| | | | Assistant Corporate Secretary & Associate General Counsel | |
| | | | |
Dated: May 18, 2020
