Moody's board amends by-laws tightening advance notice requirements for shareholder proposals

MOODYS CORP /DE/

Board approved by-law amendments on Oct 14, 2025, updating procedural and disclosure rules for director nominations and other shareholder proposals.
Advance notice window narrowed: submission must be 90 to 120 days before the anniversary of the prior annual meeting.
New disclosure mandates include Schedule 13D-type information, performance fee arrangements, and compensation agreements.
Deadline for 2026 annual meeting proposals (non-Rule 14a-8) is Dec 16, 2025 to Jan 15, 2026.
Amendments do not affect Rule 14a-8 or proxy access deadlines already disclosed.

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

MOODYS CORP /DE/: Amended advance notice provisions for director nominations and other stockholder proposals, with updated procedural and disclosure requirements, and other administrative changes (effective 2025-10-14).

Change: bylaw amendment
Effective: 2025-10-14

Exact text from the filing

On October 14, 2025, the Board of Directors (the “Board”) of Moody’s Corporation (the “Company”) approved an amendment of the Company’s Amended and Restated By-Laws (the “By-Laws”) to update certain procedural and disclosure requirements for director nominations and/or other business proposals by stockholders for consideration at stockholder meetings under the advance notice provisions of the By-Laws.

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Source: SEC EDGAR

accession 0001059556-25-000193

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