Summary
Moody's Corporation (MCO) has filed an 8-K report detailing amendments to its Amended and Restated By-Laws, effective December 20, 2022. These changes are primarily driven by the need to comply with the U.S. Securities and Exchange Commission's recently adopted "universal proxy" rules. The amendments introduce procedural requirements for stockholders submitting director nominations, specifically requiring representations regarding proxy solicitations in accordance with SEC Rule 14a-19 and a commitment to provide certification of compliance. In addition to adapting to the universal proxy rules, the By-Laws were updated to align with recent amendments to Delaware General Corporation Law. These include clarifying adjournment procedures for virtual stockholder meetings and removing the requirement for a stockholder list to be available for examination at meetings. While these amendments adjust procedural aspects, they do not alter the core information requirements for advance notice provisions for director nominations.
Key Highlights
- 1Moody's Corporation amended its By-Laws effective December 20, 2022.
- 2Amendments are largely to comply with new SEC "universal proxy" rules.
- 3New procedures require stockholders submitting director nominations to represent intent regarding proxy solicitations under Rule 14a-19.
- 4Stockholders must agree to provide certification of compliance with proxy solicitation rules.
- 5By-Laws updated to conform with recent changes to Delaware General Corporation Law.
- 6Clarified adjournment procedures for virtual stockholder meetings.
- 7Removed the requirement for a list of stockholders to be open for examination at meetings.