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MOODYS CORP 8-K 2012

Documents found in this filing:

  1. 8-K
  2. 8-K
Form 8-K

 

 

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 16, 2012

 

 

MOODY’S CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   1-14037   13-3998945

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

The voting results for the matters voted on at the Annual Meeting of Stockholders held on April 16, 2012 are as follows:

 

  1. Three Class II Directors were elected to serve three-year terms as follows:

 

Nominee

    Votes For      Votes Against      Abstentions      Broker
Non-Votes		  

Ewald Kist

      189,890,960         2,248,657         113,565         12,251,559   

Henry A. McKinnell, Jr., Ph.D.

      188,781,136         3,335,304         136,742         12,251,559   

John K. Wulff

      170,643,390         21,495,936         113,856         12,251,559   

The directors of Moody’s Corporation (the “Company”) whose terms continued after the Annual Meeting are: Basil L. Anderson, Darrell Duffie, Ph.D., Raymond W. McDaniel, Jr., Jorge A. Bermudez, Robert R. Glauber and Kathryn M. Hill.

 

  2. The appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year 2012 was ratified as follows:

 

Votes For

   

Votes Against

   

Abstentions

   

Broker Non-Votes

204,142,445

    153,573    208,723    0

 

  3. The advisory resolution approving executive compensation was approved as follows:

 

Votes For

   

Votes Against

   

Abstentions

   

Broker Non-Votes

188,559,441

    3,422,229    271,512    12,251,559

 

  4. The stockholder proposal asking the board of directors to take all necessary steps (other than those that must be taken by stockholders) to eliminate the classification of the board of directors was voted on as follows:
 

Votes For

   

Votes Against

   

Abstentions

   

Broker Non-Votes

147,911,214

    43,987,612    354,356    12,251,559

Item 8.01 Other Events.

On April 16, 2012, the Company’s Board of Directors appointed its lead independent director, Henry A. McKinnell, Jr., Ph.D., as Chairman of the Board. This follows the Board’s decision, as disclosed in the Company’s definitive proxy statement dated March 6, 2012 (the “2012 Proxy Statement”) to transition to separate the roles of Chairman and CEO. The Board also elected CEO Raymond McDaniel, Jr. to the new position of President of the Company. As President and CEO, Mr. McDaniel will continue to serve as a member of the Board. Biographical information regarding Dr. McKinnell and Mr. McDaniel is set forth on pages 17 and 18 of the 2012 Proxy Statement and incorporated herein by reference.

SIGNATURE

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.

 

MOODY’S CORPORATION
By:   /s/ John J. Goggins
 

John J. Goggins

Executive Vice President and General

Counsel

Date: April 20, 2012

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