8-KOther Events

S&P Global Inc. 8-K Report, Corporate Update (Nov 5, 2018)

Filed November 5, 2018For Securities:SPGI

Summary

S&P Global Inc. (SPGI) announced that its Executive Vice President and Chief Financial Officer, Ewout Steenbergen, has established a pre-arranged trading plan (the "Plan") on October 29, 2018. This plan, structured under Rule 10b5-1 of the Exchange Act, outlines the potential sale of up to 12,000 shares of common stock for purposes including tax, estate, and family financial planning, as well as asset diversification. It is important for investors to note that under the terms of the Rule 10b5-1 plan, Mr. Steenbergen will not have discretionary control over the timing or pricing of any stock sales once the plan is in effect. These transactions will be publicly disclosed via Form 4 and/or Form 144 filings. While S&P Global intends to disclose such plans for its CEO and CFO, it will not commit to reporting future plans or modifications for other officers or directors.

Key Highlights

  • 1CFO Ewout Steenbergen adopted a Rule 10b5-1 trading plan on October 29, 2018.
  • 2The plan allows for the sale of a maximum of 12,000 S&P Global Inc. common shares.
  • 3The primary purposes of the plan are tax, estate, and family financial planning, and asset diversification.
  • 4Under the plan, the CFO relinquishes control over share sales once established, adhering to Rule 10b5-1 guidelines.
  • 5Transactions under the plan will be publicly disclosed through Form 4 and/or Form 144 filings.
  • 6S&P Global Inc. intends to disclose similar plans for its CEO and CFO but not for other officers or directors.
  • 7Information furnished under Item 8.01 is not considered "filed" for certain legal liabilities.

Frequently Asked Questions

A Rule 10b5-1 trading plan allows insiders (like the CFO) to pre-arrange the sale of company stock at a time when they do not possess material non-public information. This plan provides a defense against accusations of insider trading by removing discretionary control over the trades once the plan is in place, allowing for planned diversification or financial management.

No, once the Rule 10b5-1 plan is established, the CFO will have no discretion over the timing or pricing of the share sales. The plan operates automatically based on pre-set terms.

The plan allows for the sale of up to 12,000 shares of S&P Global Inc. common stock. The stated purposes are for tax, estate, and family financial planning, as well as to achieve asset diversification.

S&P Global intends to disclose Rule 10b5-1 plans adopted by its Chief Executive Officer and Chief Financial Officer. However, the company stated it does not undertake to report Rule 10b5-1 plans that may be adopted by any other officers or directors in the future, nor any modifications or terminations of publicly announced plans.