What are the most significant governance changes being implemented?

The most significant governance changes include the move to annual elections for all directors starting in 2011, replacing the previous three-year staggered term system. Additionally, supermajority voting requirements for certain extraordinary corporate transactions and actions related to director nominations and board size have been eliminated.

How will the change in director election terms affect shareholder influence?

The transition to annual director elections means shareholders will have the opportunity to vote on the election of all directors every year, potentially increasing accountability and allowing for more frequent feedback on board performance. This contrasts with the staggered system where directors served longer terms before facing re-election.

What is the impact of eliminating supermajority voting requirements and the "fair price" provision?

Eliminating supermajority voting requirements can make it easier to approve extraordinary corporate transactions, as it lowers the threshold for approval. The removal of the "fair price" provision, which typically protected minority shareholders in certain transactions, might alter the dynamics of takeovers or major business combinations. Investors should monitor how these changes influence future strategic decisions and potential transaction approvals.

Where can I find more detailed information about these amendments?

Additional information regarding these amendments is available in The McGraw-Hill Companies' proxy statement for the Annual Meeting, which was filed with the SEC on March 23, 2010. The full text of the Restated Certificate of Incorporation, as amended, is also attached as an exhibit to this 8-K filing.

SPGI 8-K: Corporate Changes

Summary

This 8-K filing from The McGraw-Hill Companies, Inc. (now S&P Global Inc.) on May 24, 2010, announces the effectiveness of amendments to its Restated Certificate of Incorporation, following shareholder approval at the April 28, 2010 Annual Meeting. The key changes focus on corporate governance, specifically concerning the election of directors and voting requirements for extraordinary corporate actions. These amendments are designed to modernize the company's governance structure and align with common corporate practices, potentially improving director accountability and simplifying certain corporate transactions. Investors should note the transition from a three-year staggered director term to annual elections for all directors, effective in 2011. Additionally, the elimination of supermajority voting requirements for certain extraordinary transactions and the removal of the "fair price" provision are significant changes. While these might streamline corporate decision-making, investors should be aware of the implications for future shareholder influence on major corporate events. The full details of the amendments are available in the company's prior proxy statement.

Key Highlights

1Shareholders approved amendments to The McGraw-Hill Companies' Restated Certificate of Incorporation.
2Director terms will transition from a three-year staggered system to annual elections, starting in 2011.
3Certain provisions requiring supermajority votes for director-related actions (board size, director removal, Article VIII amendments) have been eliminated.
4Supermajority voting requirements for extraordinary corporate transactions under New York law have been removed.
5The "fair price" provision (Article IX) of the Certificate of Incorporation has been deleted.
6The amendments became effective on May 24, 2010, upon filing with the New York Secretary of State.
7The filing includes the Restated Certificate of Incorporation as an exhibit.

S&P Global Inc. 8-K Report, Bylaw Amendment (May 25, 2010)

Summary

Key Highlights

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