What is proxy access and why is it important for investors?

Proxy access is a by-law provision that allows certain long-term shareholders to nominate their own director candidates and have those nominations included in the company's official proxy materials for annual meetings. This is important for investors as it can increase accountability of the board and management, and provide shareholders with a more direct way to influence board composition if they are dissatisfied with current leadership or strategy.

What are the specific requirements for a shareholder to use the new proxy access provision?

To utilize the proxy access provision, a shareholder or a group of up to 20 shareholders must collectively own at least 3% of the company's outstanding common stock continuously for a minimum of three years. They must also meet other specified requirements detailed in the by-laws, and their nominees must satisfy certain criteria.

What is the maximum number of directors a shareholder can nominate through proxy access?

The amended by-laws permit shareholders to nominate up to two individuals or 20% of the Board of Directors, whichever number is greater, to be included in the company's proxy materials.

Did the company change its name or ticker symbol through this filing?

This filing occurred when the company was named McGraw Hill Financial, Inc. While the filing itself does not mention a name or ticker change, it's important to note that McGraw Hill Financial, Inc. later rebranded as S&P Global Inc. (SPGI). This 8-K reflects governance changes under the former name.

SPGI 8-K: Corporate Changes

Summary

S&P Global Inc. (formerly McGraw Hill Financial, Inc.) filed an 8-K on February 1, 2016, detailing significant amendments to its By-Laws, effective January 27, 2016. The most impactful change for investors is the adoption of a proxy access by-law. This new provision allows eligible shareholders to nominate directors and include them in the company's proxy materials under specific conditions. This move indicates a responsiveness to shareholder governance demands and aims to provide shareholders with a greater voice in board composition. While the specifics of eligibility and nomination limits (up to two directors or 20% of the board) are outlined, the overarching theme is an enhancement of shareholder rights concerning board nominations. The filing also notes other non-substantive updates to the By-Laws to improve meeting flexibility.

Key Highlights

1Adoption of a proxy access by-law, allowing shareholders to nominate directors.
2Shareholder eligibility for proxy access requires ownership of 3% or more of outstanding common stock for at least three years.
3Nomination limit allows for up to two directors or 20% of the Board, whichever is greater.
4The By-Laws were amended and restated effective January 27, 2016.
5Minor non-substantive changes were made to provide additional flexibility in conducting meetings and addressing shareholder proposals.
6The company was identified as McGraw Hill Financial, Inc. at the time of filing.
7The full text of the Amended and Restated By-Laws is filed as an exhibit.

S&P Global Inc. 8-K Report, Bylaw Amendment (Feb 2, 2016)

Summary

Key Highlights

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