8-KLeadership ChangesExhibits & Filings

MOODYS CORP /DE/ 8-K Report, Executive Changes (Oct 31, 2008)

Filed October 31, 2008For Securities:MCO

Summary

Moody's Corporation (MCO) filed an 8-K report on October 31, 2008, to announce a significant change in its Board of Directors. The key event is the election of Dr. Darrell Duffie as a new member of the Board, effective October 27, 2008. This appointment expands the Board to nine directors and immediately places Dr. Duffie on the Audit Committee, with further involvement in the Governance and Compensation Committee starting January 1, 2009. Investors should note the addition of an academic expert in finance to the Board, likely bringing specialized knowledge to Moody's oversight. The filing also details Dr. Duffie's compensation, which includes an annual cash retainer and restricted stock awards, prorated for the remainder of 2008. A press release detailing this appointment is included as an exhibit, providing further context for this board composition update.

Key Highlights

  • 1Dr. Darrell Duffie elected to Moody's Board of Directors, effective October 27, 2008.
  • 2Board size increases to nine directors with Dr. Duffie's appointment.
  • 3Dr. Duffie appointed to the Audit Committee immediately.
  • 4Dr. Duffie will join the Governance and Compensation Committee effective January 1, 2009.
  • 5Dr. Duffie is a finance professor at Stanford Graduate School of Business.
  • 6Dr. Duffie's compensation includes a prorated annual cash retainer of $75,000 and a prorated restricted stock award valued at $115,000.

Frequently Asked Questions

Dr. Darrell Duffie is a prominent academic in finance. He is the Dean Witter Distinguished Professor of Finance at the Stanford Graduate School of Business, where he has been a faculty member since 1984. His expertise is expected to benefit the Board's oversight.

Dr. Duffie's appointment expands the Board to nine directors and brings specialized financial expertise to the company's governance. His roles on the Audit Committee and the upcoming Governance and Compensation Committee indicate his expected contributions to critical areas of the company's operations and strategic direction.

Dr. Duffie will receive compensation in accordance with Moody's director compensation plan for non-employee directors. This includes an annual cash retainer of $75,000 and an annual restricted stock award with a grant date fair value of $115,000. Both will be prorated for the portion of 2008 he serves, and the stock award vests over three years.

This filing primarily serves to announce Dr. Duffie's election to the Board. It also includes a press release regarding this appointment as an exhibit (Exhibit 99.1), which provides further details about Dr. Duffie and the decision. The filing also confirms the Board composition and committee assignments.