8-KLeadership ChangesShareholder MattersExhibits & Filings

MOODYS CORP /DE/ 8-K Report, Executive Changes (Apr 25, 2011)

Filed April 25, 2011For Securities:MCO

Summary

This 8-K filing from Moody's Corporation (MCO) primarily details the outcomes of its Annual Stockholder Meeting held on April 19, 2011. A significant event was the election of Mr. Jorge A. Bermudez as a Class I director to fill a vacancy on the Board, with his term set to expire at the 2014 annual meeting. The filing also provides the voting results for various proposals presented to shareholders. Key to investor interest are the outcomes of these votes, which include the ratification of KPMG LLP as the independent auditor for 2011, approval of the advisory resolution on executive compensation, and the frequency of future executive compensation votes. Additionally, a stockholder proposal regarding the independence of the Board Chairman was also put to a vote, with results indicating a close split. These outcomes provide insight into shareholder sentiment regarding corporate governance and executive pay.

Key Highlights

  • 1Jorge A. Bermudez was elected as a Class I director to the Board of Directors, filling a vacancy.
  • 2The appointment of KPMG LLP as the independent registered public accounting firm for 2011 was ratified by a substantial majority of votes.
  • 3The advisory resolution on executive compensation received strong shareholder approval.
  • 4Shareholders voted to hold advisory votes on executive compensation annually.
  • 5A stockholder proposal to ensure an independent director serves as Chairman of the Board was voted on, with results showing significant shareholder support but also considerable opposition.
  • 6Detailed voting results for director elections and various shareholder proposals are provided.

Frequently Asked Questions

Mr. Jorge A. Bermudez was elected as a Class I director to fill a vacancy on the Board of Directors. His initial term will expire as of the Company’s 2014 annual meeting of stockholders.

The advisory resolution on executive compensation was approved by a significant majority of shareholders. Shareholders also voted in favor of holding advisory votes on executive compensation on an annual basis.

The stockholder proposal to adopt a policy that the chairman of the Company’s Board be an independent director received more votes in favor than against, but with a notable number of votes against and abstentions, indicating a divided opinion among shareholders on this governance matter.

Yes, the appointment of KPMG LLP as the independent registered public accounting firm for the year 2011 was ratified by shareholders with an overwhelming majority of votes in favor.