S&P Global (SPGI) 8-K Departure of Directors or Certain Officers

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 30, 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)	(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 30, 2014, the Board of Directors of McGraw Hill Financial, Inc. (the “Company”) re-elected Harold McGraw III to serve as Non-Executive Chairman of the Board. In consideration for Mr. McGraw’s services as Non-Executive Chairman of the Board, the Board’s Nominating and Corporate Governance Committee recommended to the Board, and the Board approved, a Non-Executive Chairman retainer at the rate of $400,000 per annum. Mr. McGraw will not be entitled to any other annual retainers, meeting fees or stock-based compensation normally received by outside members of the Board. The Company will provide Mr. McGraw with reasonable office accommodations and support staff consistent with his responsibilities as Non-Executive Chairman of the Board. In addition, Mr. McGraw will be entitled to a car and driver in the New York metropolitan area, security while travelling on Company business in high risk areas, and reimbursement for first class airfare and lodging expenses while travelling on Company business, including attending meetings and functions of third party trade associations and organizations.

Item 5.07 Submission of Matters to a Vote of Security Holders.

McGraw Hill Financial, Inc. (the “Company”) held its Annual Meeting of Shareholders on April 30, 2014. 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
Sir Winfried Bischoff		220,352,117		3,597,652		450,734		20,862,341
William D. Green		223,462,774		460,338		477,391		20,862,341
Charles E. Haldeman, Jr.		222,708,121		1,212,695		479,687		20,862,341
Harold McGraw III		221,992,183		2,103,703		304,617		20,862,341
Robert P. McGraw		222,023,030		2,066,397		311,076		20,862,341
Hilda Ochoa-Brillembourg		222,526,230		1,432,934		441,339		20,862,341
Douglas L. Peterson		222,324,766		1,636,188		439,549		20,862,341
Sir Michael Rake		222,726,902		1,174,081		499,520		20,862,341
Edward B. Rust, Jr.		220,012,821		3,923,622		464,060		20,862,341
Kurt L. Schmoke		222,001,080		1,917,880		481,543		20,862,341
Sidney Taurel		221,335,724		2,582,823		481,956		20,862,341
Richard E. Thornburgh		221,428,576		2,496,669		475,258		20,862,341

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
	197,133,741		26,042,274		1,224,488		20,862,341

Proposal 3: Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent Registered Public Accounting Firm for 2014:

For		Against		Abstain		Broker Non-Votes
	240,586,740		4,257,705		418,399		-0-

Proposal 4: Shareholder proposal requesting shareholder action by written consent:

For		Against		Abstain		Broker Non-Votes
	79,995,719		143,414,330		990,454		20,862,341

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.

McGRAW HILL FINANCIAL, INC.
	By:	/s/ Kenneth Vittor
		Kenneth M. Vittor
		Executive Vice President and General Counsel

Dated: May 5, 2014