How do the new by-law amendments affect the deadline for stockholders to submit proposals for the 2026 Annual Meeting?

For proposals and nominations *not* intended for inclusion in the proxy materials (i.e., outside of Rule 14a-8 or proxy access), the notice must be received by the Corporate Secretary between December 16, 2025, and January 15, 2026, for the 2026 Annual Meeting. The general by-law rule specifies a window between the 90th and 120th day prior to the anniversary of the preceding year's annual meeting.

Are there new disclosure requirements for stockholders submitting advance notices?

Yes, the amendments expand the information required in a stockholder's advance notice. This now includes detailed disclosure of plans or proposals that would typically be required under Schedule 13D, information on performance fee arrangements related to Moody's stock, ownership interests in certain other entities, and details on specific compensation and monetary agreements.

Do these amendments impact proposals submitted under Rule 14a-8 or proxy access?

No, these amendments specifically do not affect the deadlines or requirements for stockholder proposals intended for inclusion in Moody's proxy materials under Exchange Act Rule 14a-8, nor do they impact director nominations submitted via the by-laws' proxy access provisions. Those deadlines and requirements remain as stated in the proxy statement for the 2025 Annual Meeting.

MCO 8-K: Corporate Changes

Q: What is the primary purpose of these by-law amendments?

The primary purpose is to update and clarify the procedural and disclosure requirements for stockholders who wish to nominate directors or propose other business at company meetings, especially for those proposals not submitted through the standard proxy statement process (Rule 14a-8 or proxy access).

Summary

Moody's Corporation (MCO) has filed an 8-K report detailing amendments to its Amended and Restated By-Laws, effective October 14, 2025. These changes primarily focus on updating the procedural and disclosure requirements for stockholders intending to nominate directors or propose other business at company meetings outside of the standard proxy statement process. Key amendments include a revised timeframe for submitting such notices, expanding the required disclosures from stockholders to include more detailed information about their plans, ownership interests, and compensation arrangements. The company also clarified procedural aspects and added defined terms to enhance clarity and efficiency in stockholder engagement and meeting conduct. These updates are intended to modernize the by-laws and provide greater flexibility while ensuring robust information is available for the Board and other stockholders. Importantly, these amendments do not alter the existing deadlines or requirements for stockholder proposals intended for inclusion in Moody's proxy materials under Rule 14a-8 or for director nominations submitted via proxy access. Investors should note the specific new deadlines for the 2026 Annual Meeting of Stockholders for non-proxy access proposals, which are between December 16, 2025, and January 15, 2026, for notices to be received by the Corporate Secretary.

Key Highlights

1Moody's Corporation amended its By-Laws, effective October 14, 2025, to update director nomination and stockholder business proposal procedures.
2The timeframe for stockholders to submit advance notices (outside of proxy access or Rule 14a-8) has been revised to be between the 90th and 120th day prior to the anniversary of the preceding year's annual meeting.
3Disclosure requirements for advance notices have been expanded, requiring stockholders to provide more detailed information on their plans, ownership, and compensation arrangements.
4The amendments aim to modernize and clarify by-laws, improve procedural aspects for stockholder meetings, and enhance transparency.
5Deadlines for the 2026 Annual Meeting of Stockholders for non-proxy access proposals are set between December 16, 2025, and January 15, 2026.
6The changes do not affect deadlines for proposals submitted for inclusion in the Company's proxy materials under Rule 14a-8 or via proxy access.

MOODYS CORP /DE/ 8-K Report, Bylaw Amendment (Oct 17, 2025)

Summary

Key Highlights

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