UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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TABLE OF CONTENTS
| ITEM 5.03 |
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR | 3 | ||||
| ITEM 5.07 |
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | 3 | ||||
| ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS | 4 | ||||
| 5 | ||||||
Item 5.03, “Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year”
As discussed under Item 5.07 of this Current Report on Form 8-K, at the 2024 Annual Meeting of Stockholders held on April 16, 2024 (the “2024 Annual Meeting”), stockholders of Moody’s Corporation (the “Company”) approved an amendment to the Company’s Restated Certificate of Incorporation (the “Charter”) to allow one or more stockholders who own at least 25% of the Company’s common stock, and who satisfy certain procedures, to require that the Company call a special meeting of the stockholders. The amendment to the Charter became effective upon the filing of a Certificate of Amendment of Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on April 17, 2024.
In connection with approving the Charter amendment and recommending it to the Company’s stockholders for approval, and as disclosed in the Company’s 2024 proxy statement, the Board of Directors (the “Board”) approved amendments to the Company’s Amended and Restated By-Laws (the “By-Laws”) to conform to and further implement the Certificate of Amendment. The By-Laws amendments specify the information required to be provided in connection with a stockholder’s request to call a special meeting and set forth procedures and conditions applicable to stockholders’ ability to request that the Company call a special meeting. The Board approved the By-Law amendments contingent upon stockholder approval and implementation of the Charter amendment. Accordingly, the amendments to the By-Laws became effective upon the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware on April 17, 2024.
The foregoing description of the amendments to the Charter and By-Laws is not complete and is qualified in its entirety by reference to the Certificate of Amendment and the By-Laws, each dated April 17, 2024, which are filed as Exhibits 3.1 and 3.2 hereto, respectively, and incorporated herein by reference.
On April 17, 2024, the Company also filed with the Secretary of State of the State of Delaware a Restated Certificate of Incorporation (the “Restated Certificate”) that restated and integrated, but did not further amend, the Charter (as amended through the filing of the Certificate of Amendment described above). In connection with approving the Charter and By-Law amendments described above, the Board approved the Restated Certificate, contingent upon stockholder approval and implementation of the Charter amendment. The Restated Certificate was effective upon filing with the Secretary of State of the State of Delaware. The foregoing description of the Restated Certificate is qualified in its entirety by reference to the text of the Restated Certificate, which is filed as Exhibit 3.3 to this Current Report on Form 8-K.
Item 5.07, “Submission of Matters to a Vote of Security Holders”
The voting results for the matters voted on at the 2024 Annual Meeting are as follows:
| 1. | Ten directors were elected to serve one-year terms expiring at the Company’s 2025 Annual Meeting of Stockholders as follows: |
| Nominee |
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| Jorge A. Bermudez |
146,193,141 | 7,225,183 | 345,068 | 9,442,425 | ||||
| Thérèse Esperdy |
152,147,397 | 1,283,382 | 332,613 | 9,442,425 | ||||
| Robert Fauber |
152,634,564 | 808,637 | 320,191 | 9,442,425 | ||||
| Vincent A. Forlenza |
142,543,919 | 9,939,168 | 1,280,305 | 9,442,425 | ||||
| Kathryn M. Hill |
146,350,766 | 7,069,912 | 342,714 | 9,442,425 | ||||
| Lloyd W. Howell, Jr. |
146,992,962 | 6,422,727 | 347,703 | 9,442,425 | ||||
| Jose M. Minaya |
152,093,039 | 1,336,568 | 333,785 | 9,442,425 | ||||
| Leslie F. Seidman |
149,095,939 | 3,928,689 | 738,764 | 9,442,425 | ||||
| Zig Serafin |
148,649,276 | 4,777,533 | 336,583 | 9,442,425 | ||||
| Bruce Van Saun |
148,288,339 | 5,142,299 | 332,754 | 9,442,425 |
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| 2. | The ratification of KPMG LLP as the independent registered public accounting firm of the Company for the year 2024 was ratified as follows: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 160,081,476 |
2,834,185 | 290,156 | — |
| 3. | The advisory resolution approving executive compensation was approved as follows: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 142,085,429 |
10,576,945 | 1,101,018 | 9,442,425 |
| 4. | The proposal to amend the Company’s Restated Certificate of Incorporation to authorize stockholders owning 25% of the Company’s common stock to have the Company call special meetings of stockholders was approved as follows: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 141,293,287 |
3,965,292 | 8,504,813 | 9,442,425 |
| 5. | The stockholder proposal requesting that stockholders owning 15% of the Company’s common stock be able to call special meetings of stockholders was not approved as follows: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 57,784,533 |
95,714,589 | 264,270 | 9,442,425 |
Item 9.01, “Financial Statements and Exhibits”
(d) Exhibits
| 3.1 | Certificate of Amendment of Restated Certificate of Incorporation of Moody’s Corporation, dated April 17, 2024. | |
| 3.2 | Amended and Restated By-Laws of Moody’s Corporation, effective April 17, 2024. | |
| 3.3 | Restated Certificate of Incorporation of Moody’s Corporation, effective April 17, 2024. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
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SIGNATURES
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.
| MOODY’S CORPORATION | ||
| By: | /s/ Elizabeth M. McCarroll | |
| Elizabeth M. McCarroll | ||
| Corporate Secretary and Associate General Counsel | ||
Date: April 19, 2024
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