8-KCorporate ChangesExhibits & Filings

MOODYS CORP /DE/ 8-K Report, Bylaw Amendment (Oct 29, 2012)

Filed October 29, 2012For Securities:MCO

Summary

Moody's Corporation (MCO) filed an 8-K on October 29, 2012, reporting amendments to its By-Laws approved by the Board of Directors on October 23, 2012. These amendments primarily address the separation of the Chairman of the Board and CEO roles, clarifying that the Chairman is not an officer and that the Board will determine the Chairman's duties. Additionally, the By-Laws now explicitly state that the CEO may or may not also hold the office of President, allowing for greater flexibility in succession planning. The filing also details significant changes to the advance notice procedures for stockholders wishing to nominate directors or propose other business at company meetings. These updates require greater specificity in stockholder notices regarding proposed business, disclosure of agreements related to nominations or business proposals (including hedging and voting power arrangements), information about the stockholder if an entity, and plans for proxy solicitation. Furthermore, stockholders must provide updated ownership information and appear in person or by proxy at the meeting to present their proposals. The Company also gains explicit authority to request additional information on nominated directors and a broader definition of beneficial ownership.

Key Highlights

  • 1Moody's Corporation amended its By-Laws, effective October 23, 2012.
  • 2Key changes clarify the separation of Chairman of the Board and CEO roles, with the Chairman not being an officer.
  • 3The By-Laws now allow the CEO to hold or not hold the position of President, enhancing succession planning flexibility.
  • 4Significant revisions were made to the advance notice procedures for stockholder nominations of directors and proposals of other business.
  • 5Stockholder notices must now include more detailed information about proposed business and any related agreements, including financial arrangements and voting power.
  • 6The company has strengthened its ability to request additional information from stockholders proposing director nominations.
  • 7The definition of 'beneficial ownership' has been broadened to encompass shares a person has the right to acquire.

Frequently Asked Questions

The primary purpose is to formally recognize and manage the separation of the Chairman of the Board and CEO roles, and to enhance the procedures for stockholders wishing to nominate directors or propose business at company meetings, requiring greater transparency and specificity from them.

The amendments clarify that the Chairman of the Board is not considered an officer of the company, and that the Board of Directors will determine the Chairman's specific duties, unless otherwise stipulated in the By-Laws.

Stockholders must provide more detailed information in their notices, including specifics about the proposed business, any agreements or arrangements (financial, hedging, voting power related) associated with their proposal or nominations, and information about the stockholder if it's an entity. They also must provide updated ownership information and appear at the meeting to present their proposals.

This filing, an 8-K dated October 29, 2012, focuses solely on amendments to the company's By-Laws regarding corporate governance and stockholder procedures. It does not contain information related to financial performance, earnings, or future outlook.