S&P Global amends by-laws to align with SEC universal proxy rules

S&P Global Inc.

Board adopted by-law amendments effective Sept. 27, 2023 to implement Rule 14a-19 universal proxy requirements.
Enhances disclosure and procedural requirements for shareholder director nominations, including 67% voting power solicitation representation.
Requires nominees to complete company questionnaires to assess qualifications and compliance with governance guidelines.
Includes technical and modernizing revisions to by-laws; full text filed as Exhibit 3.1.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

S&P Global Inc.: Amended By-Laws to clarify procedural and disclosure requirements for shareholder director nominations under Rule 14a-19 universal proxy rules (effective 2023-09-27).

Change: bylaw amendment
Effective: 2023-09-27

Exact text from the filing

On September 27, 2023, the Board of Directors (the “Board”) of S&P Global Inc. (the “Company”) approved and adopted amendments (the “Amendments”) to the Company’s Amended and Restated By-Laws (the “By-Laws”), effective as of September 27, 2023, to clarify and implement certain procedural and disclosure requirements for Company shareholders proposing director nominations for consideration at the Company’s annual or special meetings of shareholders in connection with the “universal proxy” rules adopted by the Securities and Exchange Commission pursuant to Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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Source: SEC EDGAR

accession 0000064040-23-000184

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