8-KLeadership ChangesRegulation FD

MOODYS CORP /DE/ 8-K Report, Executive Changes (Feb 16, 2018)

Filed February 16, 2018For Securities:MCO

Summary

Moody's Corporation is announcing changes to its Board of Directors. Two long-serving directors, Ewald Kist and Darrell Duffie, will retire and not seek re-election at the upcoming 2018 annual meeting of stockholders. This move is part of the company's ongoing succession and refreshment planning for its Board. In conjunction with these retirements, Moody's plans to nominate two new independent director candidates: Vincent A. Forlenza and Gerrit Zalm. Mr. Forlenza brings extensive experience from a 37-year tenure at BD (Becton, Dickinson and Company), where he served as Chairman and CEO, along with other board memberships. Mr. Zalm has a distinguished career, including roles as Chairman and CEO of ABN AMRO, former Minister of Finance of the Netherlands, and Chairman of the International Accounting Standards Board, along with a current directorship at Royal Dutch Shell. These appointments aim to enhance the Board's expertise and strategic oversight.

Key Highlights

  • 1Ewald Kist and Darrell Duffie, long-time board members since 2004 and 2008 respectively, will retire.
  • 2The retirements are effective at the 2018 annual meeting of stockholders, scheduled for April.
  • 3Moody's will nominate Vincent A. Forlenza and Gerrit Zalm as new director candidates.
  • 4Vincent A. Forlenza has significant executive experience as Chairman and CEO of BD (Becton, Dickinson and Company).
  • 5Gerrit Zalm brings international financial and governmental experience, having served as CEO of ABN AMRO and Minister of Finance of the Netherlands.
  • 6These director changes are framed as part of the Board's succession and refreshment planning.

Frequently Asked Questions

Ewald Kist and Darrell Duffie are retiring and will not be standing for re-election at the 2018 annual meeting of stockholders as part of Moody's Board's succession and refreshment planning.

Moody's plans to nominate Vincent A. Forlenza and Gerrit Zalm for election to the Board at the upcoming annual meeting.

Vincent A. Forlenza has extensive experience as Chairman and CEO of BD (Becton, Dickinson and Company). Gerrit Zalm brings deep financial and governmental expertise, having served as Chairman and CEO of ABN AMRO and as the Minister of Finance of the Netherlands, among other roles.

The proposed new directors, Vincent A. Forlenza and Gerrit Zalm, will be elected at Moody's 2018 annual meeting of stockholders, which is expected to take place in April.