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): April 27, 2011
THE MCGRAW-HILL COMPANIES, INC.
(Exact Name of Registrant as Specified in its Charter)
| | | | |
New York | | 1-1023 | | 13-1026995 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
1221 Avenue of the Americas, New York, New York 10020
(Address of Principal Executive Offices) (Zip Code)
(212) 512-2000
(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)) |
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The McGraw-Hill Companies, Inc. (the “Company”) held its annual meeting of shareholders on April 27, 2011. 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 | |
Pedro Aspe | | | 248,383,178 | | | | 1,600,294 | | | | 1,027,338 | | | | 14,685,314 | |
Sir Winfried Bischoff | | | 235,602,484 | | | | 14,339,148 | | | | 1,069,177 | | | | 14,685,314 | |
Douglas N. Daft | | | 247,876,230 | | | | 2,060,459 | | | | 1,074,120 | | | | 14,685,314 | |
William D. Green | | | 248,926,349 | | | | 995,005 | | | | 1,089,455 | | | | 14,685,314 | |
Linda Koch Lorimer | | | 240,172,768 | | | | 9,823,364 | | | | 1,014,678 | | | | 14,685,314 | |
Harold McGraw III | | | 239,577,592 | | | | 10,398,349 | | | | 1,034,868 | | | | 14,685,314 | |
Robert P. McGraw | | | 248,425,945 | | | | 1,610,942 | | | | 973,923 | | | | 14,685,314 | |
Hilda Ochoa-Brillembourg | | | 239,930,182 | | | | 10,016,123 | | | | 1,064,504 | | | | 14,685,314 | |
Sir Michael Rake | | | 247,733,318 | | | | 2,200,284 | | | | 1,077,207 | | | | 14,685,314 | |
Edward B. Rust Jr. | | | 228,423,956 | | | | 21,542,966 | �� | | | 1,043,887 | | | | 14,685,314 | |
Kurt L. Schmoke | | | 241,124,306 | | | | 8,819,605 | | | | 1,066,898 | | | | 14,685,314 | |
Sidney Taurel | | | 248,177,158 | | | | 1,759,764 | | | | 1,073,888 | | | | 14,685,314 | |
Proposal 2: Vote to amend the Restated Certificate of Incorporation to permit shareholders to call special meetings:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
264,515,243 | | 691,687 | | 489,194 | | 0 |
Proposal 3: Vote to approve, on an advisory basis, the executive compensation program for the Company’s named executive officers:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
237,209,690 | | 11,865,188 | | 1,935,931 | | 14,685,314 |
Proposal 4: Vote, on an advisory basis, on how often the Company will conduct an advisory vote on executive compensation:
| | | | | | | | |
1 Year | | 2 Years | | 3 Years | | Abstain | | Broker Non-Votes |
186,245,655 | | 728,965 | | 63,302,548 | | 733,640 | | 14,685,314 |
Proposal 5: Vote to ratify the appointment of Ernst & Young LLP as the Company’s independent Registered Public Accounting Firm for 2011:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
261,229,540 | | 4,054,011 | | 412,553 | | 0 |
Proposal 6: Shareholder proposal requesting shareholder action by written consent:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
116,371,191 | | 133,588,539 | | 1,051,079 | | 14,685,314 |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Form 8-K Report to be signed on its behalf by the undersigned hereunto duly authorized.
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THE McGRAW-HILL COMPANIES, INC. |
| |
| | /s/ Kenneth Vittor |
By: | | Kenneth Vittor |
| | Executive Vice President and General Counsel |
Dated: April 28, 2011