8-KShareholder Matters

MOODYS CORP /DE/ 8-K Report, Shareholder Vote Results (Apr 21, 2014)

Filed April 21, 2014For Securities:MCO

Summary

Moody's Corporation (MCO) filed an 8-K report on April 21, 2014, detailing the results of its 2014 Annual Meeting of Stockholders held on April 15, 2014. The report primarily focused on the voting outcomes for director elections, the ratification of its independent auditor, and the advisory vote on executive compensation. All proposals presented to shareholders received strong support, indicating broad investor confidence in the company's leadership and governance. Key outcomes include the election of three Class I Directors with overwhelming 'For' votes, the ratification of KPMG LLP as the independent registered public accounting firm for 2014 with near-unanimous approval, and the approval of the advisory resolution on executive compensation. The substantial number of 'Broker Non-Votes' on director elections and executive compensation indicates that a significant portion of shares were not voted by beneficial owners on these specific matters, a common occurrence in many large public company meetings.

Key Highlights

  • 1Three Class I Directors (Jorge A. Bermudez, Kathryn M. Hill, and Leslie F. Seidman) were elected to serve one-year terms with substantial majority support.
  • 2KPMG LLP was ratified as Moody's independent registered public accounting firm for the fiscal year 2014, receiving overwhelming approval from shareholders.
  • 3The advisory resolution to approve executive compensation (Say-on-Pay) was approved by a significant majority of voting shareholders.
  • 4The voting results demonstrate strong shareholder confidence in the company's board of directors and its executive compensation policies.
  • 5A notable number of 'Broker Non-Votes' were recorded for the director elections and executive compensation vote, meaning these shares were not voted by the beneficial owner on these specific proposals.
  • 6The filing confirms the continuation of other directors whose terms extend beyond the 2014 meeting.

Frequently Asked Questions

The main outcomes were the election of three Class I Directors, the ratification of KPMG LLP as the independent auditor for 2014, and the approval of the advisory resolution on executive compensation. All proposals received strong shareholder support.

No, all proposals presented to shareholders received substantial 'For' votes. While there were 'Votes Against' and 'Abstentions' on the director elections and executive compensation, the overall support was very strong, indicating general shareholder approval.

'Broker Non-Votes' refer to shares held by a broker or bank in its name on behalf of a customer (street name) where the broker has not received voting instructions from the customer. These shares cannot be voted on certain matters, such as director elections and executive compensation, unless specific guidelines are followed by the broker.

Ratifying the independent auditor confirms shareholders' approval of the audit firm chosen by the company's Audit Committee. It's a standard governance practice that reinforces the independence and effectiveness of the company's financial oversight.