8-KCorporate ChangesExhibits & Filings

S&P Global Inc. 8-K Report, Bylaw Amendment (Sep 30, 2009)

Filed September 30, 2009For Securities:SPGI

Summary

This 8-K filing from The McGraw-Hill Companies, Inc. (now S&P Global Inc.) on September 30, 2009, details significant amendments to its corporate governance structure. The Board of Directors adopted changes to the Company's By-Laws, most notably altering the voting standard for director elections to a majority of shares voted, except in contested situations. Additionally, disclosure requirements for stockholder nominations were enhanced to include derivative holdings, and the timeline for setting record dates was extended. Furthermore, the filing outlines proposed amendments to the Restated Certificate of Incorporation, which will be presented to stockholders for approval at the 2010 Annual Meeting. If approved, these changes will declassify the Board, leading to the annual election of all directors starting in 2011, and eliminate supermajority voting requirements for various corporate actions, including business combinations and amendments to the charter.

Key Highlights

  • 1Adoption of a majority voting standard for uncontested director elections in the By-Laws.
  • 2Expansion of disclosure requirements for stockholder director nominations to include derivative interests.
  • 3Extension of the permissible timeframe for setting a stockholder meeting record date from 50 to 60 days.
  • 4Proposed declassification of the Board of Directors, leading to annual elections for all directors from 2011 onwards.
  • 5Elimination of supermajority voting requirements for key corporate actions, subject to stockholder approval.
  • 6These governance changes aim to enhance shareholder rights and corporate accountability.

Frequently Asked Questions

The most significant change is the adoption of a majority voting standard for uncontested director elections, meaning directors must receive more 'for' votes than 'against' votes (excluding abstentions) to be elected, instead of the previous plurality standard. Contested elections will still operate under a plurality system.

The proposed declassification of the Board and the move to annual elections for all directors are subject to stockholder approval at the 2010 Annual Meeting. If approved, these changes would become effective starting with the 2011 annual meeting.

If the amendments to the Restated Certificate of Incorporation are approved by stockholders, supermajority voting requirements will be eliminated for various actions, including business combinations, removal of directors, setting the size of the Board, and future amendments to the Restated Certificate of Incorporation.

The filing expands the disclosure requirements for stockholders seeking to nominate a director. You will now need to provide more detailed information about your holdings, including those in derivative securities and other financial interests related to the company and its stock, when submitting a nomination.