8-KShareholder MattersCorporate ChangesExhibits & Filings

MOODYS CORP /DE/ 8-K Report, Bylaw Amendment (Apr 19, 2024)

Filed April 19, 2024For Securities:MCO

Summary

Moody's Corporation (MCO) filed an 8-K report on April 19, 2024, detailing key corporate governance changes approved at their 2024 Annual Meeting of Stockholders held on April 16, 2024. The most significant development is the amendment to the Company's Restated Certificate of Incorporation, which now allows stockholders owning at least 25% of the company's common stock to request that the Company call a special meeting. This amendment, along with conforming amendments to the By-Laws, became effective on April 17, 2024. In addition to this governance change, the filing reports the voting results from the Annual Meeting. All ten director nominees were elected, and the company's choice of KPMG LLP as its independent registered public accounting firm for 2024 was ratified. The advisory vote on executive compensation also received approval from stockholders. Notably, a separate stockholder proposal seeking a lower threshold (15%) for calling special meetings was not approved.

Key Highlights

  • 1Stockholders owning at least 25% of Moody's common stock can now request a special meeting.
  • 2The Company's Restated Certificate of Incorporation and By-Laws were amended to implement this change, effective April 17, 2024.
  • 3All ten director nominees were elected to serve one-year terms expiring at the 2025 Annual Meeting.
  • 4KPMG LLP was ratified as Moody's independent registered public accounting firm for 2024.
  • 5The advisory resolution on executive compensation was approved by stockholders.
  • 6A stockholder proposal to lower the threshold for calling special meetings to 15% was not approved.

Frequently Asked Questions

The most significant change is the amendment to the Company's Restated Certificate of Incorporation, which now empowers stockholders who collectively own at least 25% of the common stock to request that Moody's call a special meeting of stockholders. This empowers a significant block of shareholders to convene a meeting outside of the annual cycle under specific procedural conditions.

The key proposals approved were the amendment to allow 25% of stockholders to call a special meeting, the election of all ten director nominees, the ratification of KPMG LLP as the auditor, and the advisory vote on executive compensation. A separate proposal to allow 15% of stockholders to call a special meeting did not pass.

The amendments to Moody's Restated Certificate of Incorporation and its Amended and Restated By-Laws became effective on April 17, 2024, upon the filing of the necessary documents with the Secretary of State of the State of Delaware.

This particular 8-K filing focuses on corporate governance changes and voting results from the Annual Meeting. It does not include new financial statements or commentary on future financial performance. Financial statements are typically included in 10-Q or 10-K filings.