8-KLeadership ChangesExhibits & Filings

S&P Global Inc. 8-K Report, Executive Changes (Dec 5, 2007)

Filed December 5, 2007For Securities:SPGI

Summary

This 8-K filing from The McGraw-Hill Companies, Inc. (which would later become S&P Global Inc.) on December 5, 2007, primarily disclosed two key events. Firstly, the election of Sir Michael Rake as a new Director and a member of the Audit Committee. This appointment brings new expertise to the Board, particularly in financial oversight. Secondly, the filing details significant amendments and restatements to the company's Senior Executive Severance Plan (SESP) and Executive Severance Plan (ESP), effective January 1, 2008. These changes revise the severance benefits for named executive officers upon termination without cause or resignation due to adverse changes in employment conditions, with specific provisions for 'Change in Control' scenarios. The updated plans outline severance pay based on salary and bonus, duration of benefits, and the requirement for signing a release of claims.

Key Highlights

  • 1Election of Sir Michael Rake as a new Director and member of the Audit Committee.
  • 2Amendment and restatement of the Senior Executive Severance Plan (SESP) and Executive Severance Plan (ESP) effective January 1, 2008.
  • 3Named executive officers eligible for SESP include the Chairman, CEO, President, CFO, EVP of Human Resources, and EVP & General Counsel.
  • 4One named executive officer (EVP, Chief Information Officer) is eligible for ESP.
  • 5Severance benefits include 12-24 months of base salary (SESP) or 9-18 months (ESP) upon termination without cause or resignation due to adverse employment changes.
  • 6Enhanced severance packages (2x salary & bonus for SESP, 1.5x for ESP) are provided in case of a Change in Control after January 1, 2009, if employment is terminated or resignation occurs due to adverse conditions.
  • 7Executives are required to sign a general release of claims to receive full severance pay.

Frequently Asked Questions

The Senior Executive Severance Plan (SESP) and Executive Severance Plan (ESP) have been amended and restated, effective January 1, 2008. These changes adjust the severance pay duration based on years of service and introduce new provisions for 'Change in Control' scenarios, including enhanced severance multipliers (2x for SESP, 1.5x for ESP) for eligible executives if employment is terminated without cause or due to adverse employment conditions following a Change in Control on or after January 1, 2009.

The SESP covers top executives including the Chairman, CEO, President, CFO, EVP of Human Resources, and EVP & General Counsel. The ESP covers the EVP and Chief Information Officer. Specific benefits and multipliers vary between the SESP and ESP, particularly in 'Change in Control' situations.

To receive the full amount of severance pay outlined in the plans, an eligible executive must sign a general release of claims against the company. If an executive chooses not to sign a release, they will only receive 50% of the total calculated separation pay.

Yes, executives receiving severance benefits may continue to participate in the company's medical, dental, life, accidental death and disability, and supplemental retirement plans for the duration of their separation pay period, up to a maximum of 12 months. If the separation pay period exceeds 12 months, an additional cash payment equal to 10% of the separation pay exceeding 12 months will be provided in lieu of extended plan participation.