8-KCorporate ChangesExhibits & Filings

MOODYS CORP /DE/ 8-K Report, Bylaw Amendment (Feb 25, 2008)

Filed February 25, 2008For Securities:MCO

Summary

Moody's Corporation (MCO) announced a significant change to its corporate governance practices through amendments to its By-laws, effective February 19, 2008. The company's Board of Directors approved a shift from a plurality vote standard to a majority vote standard for uncontested director elections. This means that in director elections where there is no opposing candidate, directors must now receive a majority of the votes cast to be elected. This move aims to enhance shareholder accountability and align director election outcomes more closely with shareholder sentiment. In conjunction with the majority vote standard, Moody's also adopted a director resignation policy. Under this policy, any director who fails to receive a majority of votes in an uncontested election must tender their resignation for the Board's consideration. The Governance & Compensation Committee will review these resignations and make a recommendation to the full Board, which will then decide whether to accept or reject the resignation within 90 days. This policy further strengthens the accountability of directors to shareholders, providing a mechanism for addressing situations where a director may have lost significant shareholder confidence.

Key Highlights

  • 1Moody's Corporation amended its By-laws to implement a majority vote standard for uncontested director elections, effective February 19, 2008.
  • 2The previous plurality vote standard will remain in place for contested director elections.
  • 3A new director resignation policy was adopted, requiring directors to offer their resignation if they fail to receive a majority of votes in an uncontested election.
  • 4The Board of Directors will review tendered resignations and decide on their acceptance or rejection within 90 days.
  • 5This change aims to increase director accountability to shareholders.
  • 6The Governance & Compensation Committee will play a role in reviewing resignations.
  • 7The full text of the amended By-laws is incorporated by reference as an exhibit.

Frequently Asked Questions

The main change is the adoption of a majority vote standard for uncontested director elections. This means that for a director to be elected when there's no opposing candidate, they must receive more than 50% of the votes cast, rather than simply needing more votes than any other candidate (which is a plurality).

No, the report specifies that the plurality vote standard will remain in place for contested director elections, where there are opposing candidates running for a director position.

If a director fails to receive a majority of the votes cast in an uncontested election, they are required by the new policy to offer their resignation to the Board of Directors. The Board, after review by the Governance & Compensation Committee, will then decide whether to accept or reject the resignation within 90 days.

This change is intended to enhance shareholder accountability and ensure that directors are more closely aligned with the will of the shareholders. A majority vote standard gives shareholders a stronger voice in director elections.