Moody's 8-K 2023-04-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 18, 2023

MOODY’S CORPORATION

(Exact Name of Registrant as Specified in Charter)

7 World Trade Center at 250 Greenwich Street

New York, New York 10007

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 553-0300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

TABLE OF CONTENTS

Item 5.02, “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers”

As reported below, at the 2023 Annual Meeting of Stockholders, the stockholders of Moody’s Corporation (the “Company”) approved the amendment and restatement of the Amended and Restated Moody’s Corporation 2001 Key Employees’ Stock Incentive Plan (the “2001 Plan”), which increased the number of shares authorized for issuance under the 2001 Plan by 4.0 million shares (subject to adjustment in accordance with the terms of the 2001 Plan) and extended the term of the Plan until the tenth anniversary of the date of stockholder approval. The amendment and restatement of the 2001 Plan is described in more detail in the Company’s 2023 Definitive Proxy Statement, as filed with the Securities and Exchange Commission on March 8, 2023 (the “Proxy Statement”).

The foregoing description and the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the 2001 Plan, which is attached hereto as Exhibit 10.1.

Item 5.07, “Submission of Matters to a Vote of Security Holders”

The voting results for the matters voted on at the 2023 Annual Meeting of Stockholders held on April 18, 2023 are as follows:

In light of these voting results, the Company plans to hold future advisory votes approving executive compensation annually until the next required vote on the frequency of such advisory votes, or until the Board of Directors (the “Board”) of the Company otherwise determines that a different frequency is in the best interests of the Company and its stockholders.

Item 7.01, “Regulation FD Disclosure”

In connection with the retirement of Raymond W. McDaniel, Jr. as Chairman of the Board at the 2023 Annual Meeting of Stockholders, the Board appointed Vincent A. Forlenza to serve as Chairman.

Item 9.01, “Financial Statements and Exhibits”

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 21, 2023