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): February 26, 2014
McGRAW HILL FINANCIAL, 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 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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 26, 2014, the Board of Directors (the “Board”) of McGraw Hill Financial, Inc. (the “Company”) approved an amendment to, and restated, the Company’s By-Laws (as so amended and restated, the “By-Laws”), which became effective immediately upon approval. The amendment to the ByLaws deletes in its entirety Article I-A, Section 10, which provided that a person would not qualify for service as a Director of the Company if he or she is or has been compensated for service as a Director of the Company by any person or entity other than the Company, subject to certain exceptions. The By-Laws are attached hereto as Exhibit 3.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| | |
Exhibit
Number | | Description |
| |
| 3.1 | | By-Laws of McGraw Hill Financial, Inc., dated February 26, 2014. |
2
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.
Dated: February 26, 2014
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| MCGRAW HILL FINANCIAL, INC. |
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| By: | | /s/ Kenneth M. Vittor |
| Name: | | Kenneth M. Vittor |
| Title: | | Executive Vice President and General Counsel |
