8-KShareholder Matters

S&P Global Inc. 8-K Report, Shareholder Vote Results (May 4, 2015)

Filed May 4, 2015For Securities:SPGI

Summary

This Form 8-K filing from McGraw Hill Financial, Inc. (now S&P Global Inc.) reports the outcomes of its Annual Meeting of Shareholders held on April 29, 2015. The primary focus for investors is the shareholder voting results on key corporate governance and compensation matters. The filing confirms the election of all nominated directors and the approval of the company's 2002 Stock Incentive Plan performance goals and executive compensation program on an advisory basis. Additionally, the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2015 was ratified. A shareholder proposal requesting an independent Board Chairman was voted down by a significant majority, indicating shareholder confidence in the current leadership structure. Overall, the results suggest shareholder support for management's direction and governance practices as presented at the meeting.

Key Highlights

  • 1All nominated directors were elected by shareholders.
  • 2Shareholders approved the performance goals for the Company’s 2002 Stock Incentive Plan.
  • 3The executive compensation program was approved on an advisory basis (Say-on-Pay).
  • 4Ernst & Young LLP was ratified as the independent registered public accounting firm for 2015.
  • 5A shareholder proposal to adopt a policy requiring an independent Board Chairman was overwhelmingly rejected.
  • 6The company was operating under the name McGraw Hill Financial, Inc. at the time of this filing.

Frequently Asked Questions

This Form 8-K is filed to report the official voting results from McGraw Hill Financial, Inc.'s Annual Meeting of Shareholders held on April 29, 2015. It details how shareholders voted on director elections, executive compensation, stock incentive plans, auditor ratification, and a specific shareholder proposal.

Yes, shareholders voted to approve, on an advisory basis, the executive compensation program for the Company's named executive officers. This is commonly referred to as a 'Say-on-Pay' vote.

The shareholder proposal requesting the adoption of a policy requiring an independent Board Chairman was not approved. The results show a strong majority of votes against this proposal, indicating shareholder support for the current board structure.

No, at the time of this filing on May 4, 2015, the company was named McGraw Hill Financial, Inc. It has since been renamed S&P Global Inc. (SPGI).