MOODYS CORP 8-K 2012
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): July 20, 2012
(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 8.01, Other Events
As previously disclosed, the Louisiana Municipal Police Employees Retirement System and W.A. Sokolowski (the Federal Action Plaintiffs) filed shareholder derivative complaints in the United States District Court for the Southern District of New York (the Federal Court Actions) and Thomas R. Flynn, Herbert M. Stein, Jr., Brockton Contributory Retirement System and Rena Nadoff (the State Action Plaintiffs, with the Federal Action Plaintiffs, collectively, the Plaintiffs) filed shareholder derivative complaints in the Supreme Court of the State of New York, County of New York, Commercial Division (the State Court Actions, with the Federal Court Actions, collectively, the Derivative Actions).
Plaintiffs brought the Derivative Actions on behalf of Moodys Corporation (the Company), as a nominal defendant, and against current and/or former executive officers and directors of the Company (the Individual Defendants) alleging claims related to the Companys ratings of certain structured finance transactions.
On May 17, 2012, the Plaintiffs and the Company entered into an agreement, set forth in a Stipulation of Settlement, intended to resolve the claims raised in the Derivative Actions. On July 20, 2012, the Honorable George B. Daniels signed an order granting preliminary approval to the Stipulation of Settlement (the Stipulation).
A hearing will be held before Judge Daniels, in Courtroom 21D of the Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, NY 10007, at 10:00 a.m., on September 6, 2012 to determine whether: (i) the proposed settlement should be approved by the Court as fair, reasonable and adequate; (ii) the Derivative Actions should be dismissed with prejudice; and (iii) the Court should award attorneys fees and reimbursement of expenses for Plaintiffs Counsel, and in what amount.
Plaintiffs Counsel intend to apply to the Court for an award of attorneys fees in the amount of $4,000,000, and for the reimbursement of expenses in the amount of $950,000.
A copy of the Stipulation, Exhibit A to the Stipulation and the Summary Notice, which includes information concerning how to file an objection, are furnished as exhibits to this Current Report.
Item 9.01, Financial Statements and Exhibits
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 24, 2012
INDEX TO EXHIBITS