Summary
S&P Global Inc. (SPGI) filed an 8-K on October 5, 2021, reporting an amendment to its By-Laws. The primary change is the deletion of a specific provision that required director nominees to beneficially own, or agree to purchase within 90 days of election, at least 400 shares of the Company's stock. This requirement also stipulated that such shares could not be disposed of while serving as a director and necessitated disclosure of purchase funding and third-party interests. The Board of Directors determined that this provision could unduly limit the pool of qualified director candidates due to the immediate financial burden it placed on potential nominees. While removing this specific share ownership requirement, the Company emphasizes its continued commitment to director stock ownership. Non-management directors remain subject to existing stock ownership guidelines, which mandate that they acquire shares with a market value of at least five times their annual cash retainer within five years of election.
Key Highlights
- 1S&P Global amended its By-Laws effective September 29, 2021.
- 2The amendment removes a specific requirement for director nominees to own or purchase 400 shares of SPGI stock within 90 days of election.
- 3The Board cited that the previous requirement could limit the pool of potential director candidates due to immediate cost.
- 4The Company reiterates its commitment to director stock ownership.
- 5Non-management directors are still subject to stock ownership guidelines requiring shares valued at 5x their annual cash retainer within five years of election.
- 6The updated By-Laws are filed as Exhibit 3.2 to the 8-K.