Moody's amends By-Laws for universal proxy rules and Delaware law updates

MOODYS CORP /DE/

Board approved amendments on Dec 20, 2022 to implement SEC universal proxy rules (Rule 14a-19).
Changes require stockholders soliciting proxies to provide representation and certification of compliance.
Updates to virtual meeting adjournment procedures and elimination of stockholder list examination requirement.
Amendments took effect immediately upon Board approval; no change to advance notice information requirements.
Other minor clarifying and conforming changes made to the By-Laws.

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 By-Laws to implement universal proxy rules and make administrative changes conforming to Delaware law (effective 2022-12-20).

Change: bylaw amendment
Effective: 2022-12-20

Exact text from the filing

On December 20, 2022, the Board of Directors (the “Board”) of Moody’s Corporation (the “Company”) approved amendments to the Company’s Amended and Restated By-Laws (the “By-Laws”) to implement certain procedural requirements related to director nominations by stockholders in light of the recently adopted “universal proxy” rules of the U.S. Securities and Exchange Commission and to reflect certain other administrative changes resulting from the universal proxy rules and recent amendments to the Delaware General Corporation Law.

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Source: SEC EDGAR

accession 0001193125-22-310039

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