| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On February 18, 2021, pursuant to the previously announced Agreement and Plan of Merger (as amended by Amendment No. 1 thereto, the “Merger Agreement”), dated as of November 29, 2020, by and among the S&P Global Inc., a New York corporation (the “Company”), IHS Markit Ltd., a Bermuda exempted company limited by shares (“IHS Markit”), and Sapphire Subsidiary, Ltd., a Bermuda exempted company limited by shares and wholly owned subsidiary of the Company (“Merger Sub”), the board of directors of the Company (the “Board”) elected Jacques Esculier, Gay Huey Evans, Robert P. Kelly and Deborah McWhinney (collectively, the “New SPGI Directors”), each of whom was proposed by and is currently a member of the board of directors of IHS Markit, to serve as directors of the Company effective as of, and contingent upon, the merger of Merger Sub with and into IHS Markit (the “Merger”). Upon completion of the Merger, it is expected that there will be 16 members of the Board, including the New SPGI Directors (and taking into account the fact that, as previously announced, one current director of the Company will retire at the 2021 annual meeting of the shareholders).
The Board has determined that each of the New SPGI Directors qualifies as an “independent director” under the listing standards of the NYSE and the applicable rules of the SEC. Following the Merger, each of the New SPGI Directors will be members of the Board until the annual meeting of the shareholders of the Company immediately following the Merger (subject to his or her earlier resignation, removal or death) or (if not elected at that meeting) until his or her successor has been duly elected and qualified.
The Board expects to appoint each of the New SPGI Directors to one or more committees of the Board following completion of the Merger.
As members of the Board, each of the New SPGI Directors will receive the standard compensation package for the Company’s non-employee Directors, prorated for their first year of service, and will also be eligible to participate in the Company’s Director Deferred Stock Ownership Plan and Director Deferred Compensation Plan, included as Appendix B to the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 25, 2019 and as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, respectively. The Company’s Director compensation program and plans are described in the Company’s most recent Proxy Statement filed with the Securities and Exchange Commission on March 30, 2020.
Other than as described in this Current Report on Form 8-K, there are no transactions with related persons required to be disclosed pursuant to Item 404(a) of Regulation S-K involving the New SPGI Directors or any of their related persons. Other than the provisions of the Merger Agreement related to the Company’s selection of the New SPGI Directors pursuant to the proposal of such directors to the Company by IHS Markit, there are no arrangements or understandings between the New SPGI Directors and any other person pursuant to which any New SPGI Director was selected as a director.
A copy of the press release announcing the election of the New SPGI Directors to the Board is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
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