MOODYS CORP 8-K 2011
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 2, 2011 (October 27, 2011)
(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)
Registrants 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:
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) On November 2, 2011, Moodys Corporation (the Company) announced that Kathy Hill has been elected a member of the Companys Board of Directors (the Board), effective October 27, 2011. Ms. Hill also has been elected to the Boards Audit and Governance and Compensation Committees. With the election of Ms. Hill, the Companys Board consists of nine directors. Ms. Hill, 55, has served as the Senior Vice President, Development Strategy & Operations for Cisco Systems since June 2009.
In accordance with the Companys director compensation plan for non-employee directors, Ms. Hill shall be paid an annual cash retainer of $75,000, payable in quarterly installments, which will be prorated for this year to reflect the fourth quarter portion of the 2011 annual retainer. She also will receive a grant of restricted stock, equivalent in value to $32,500 based on the fair market value of the Companys common stock on the effective date of the grant (such grant representing the amount attributable to fourth quarter services) and shall receive an annual restricted stock award issued from the 1998 Moodys Corporation Non-Employee Directors Stock Incentive Plan in an amount to be determined by the Board at the end of the fiscal year. These awards vest on the first anniversary of the date of grant.
A copy of the Companys press release relating to Ms. Hills election as director is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 is being furnished and shall not be deemed filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act) or otherwise subject to the liabilities of that Section. The information in Exhibit 99.1 shall not be incorporated by reference into future filings under the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.
Item 9.01, Financial Statements and Exhibits
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: November 2, 2011
INDEX TO EXHIBITS