--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-102931" form_type: "8-K" ticker: "MCO" cik: "0001059556" company_name: "MOODYS CORP /DE/" filed_at: "2024-04-19T23:59:59+00:00" generated_at: "2026-06-03T15:09:27.547505+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.35 calibrated_materiality_score: 0.35 confidence: "high" source: SEC EDGAR --- # Moody's shareholders approve 25% threshold for calling special meetings; 15% proposal fails ## Summary - Charter amendment approved (141.3M for, 4.0M against) enables stockholders with ≥25% stake to request special meetings. - Board adopted conforming bylaw amendments effective April 17, 2024, detailing procedures and conditions. - Shareholder proposal for 15% threshold defeated (57.8M for, 95.7M against); management's 25% level prevailed. - All ten director nominees elected; KPMG ratified as auditor for 2024; say-on-pay approved with 92.4% support. ## SEC filing metadata - accession: 0001193125-24-102931 - form_type: 8-K - ticker: MCO - cik: 0001059556 - company_name: MOODYS CORP /DE/ - filed_at: 2024-04-19T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.35 - calibrated_materiality_score: 0.35 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1059556/000119312524102931/0001193125-24-102931-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1059556/000119312524102931/d810321d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-102931 - JSON: https://secwatch.observer/filing/0001193125-24-102931.json - Plain text: https://secwatch.observer/filing/0001193125-24-102931.txt ## Key facts - Governance Changes MOODYS CORP /DE/: Board approved amendments to the Amended and Restated By-Laws to conform to and implement the special meeting charter amendment, effective April 17, 2024 (effective 2024-04-17). - Change: bylaw amendment - Effective: 2024-04-17 source text: the Board of Directors (the “Board”) approved amendments to the Company’s Amended and Restated By-Laws (the “By-Laws”) to conform to and further implement the Certificate of Amendment. evidence_url: https://www.sec.gov/Archives/edgar/data/1059556/000119312524102931/0001193125-24-102931-index.htm - Governance Changes MOODYS CORP /DE/: Stockholders approved an amendment to the Restated Certificate of Incorporation to allow stockholders owning at least 25% of common stock to require the company to call a special meeting (effective 2024-04-17). - Change: charter amendment - Effective: 2024-04-17 source text: As discussed under Item 5.07 of this Current Report on Form 8-K, at the 2024 Annual Meeting of Stockholders held on April 16, 2024 (the “2024 Annual Meeting”), stockholders of Moody’s Corporation (the “Company”) approved an amendment to the Company’s Restated Certificate of Incorporation (the “Charter”) to allow one or more stockholders who own at least 25% of the Company’s common stock, and who satisfy certain procedures, to require that the Company call a special meeting of the stockholders. evidence_url: https://www.sec.gov/Archives/edgar/data/1059556/000119312524102931/0001193125-24-102931-index.htm - Shareholder Votes MOODYS CORP /DE/ shareholders approved Election of ten directors to serve one-year terms expiring at the Company's 2025 Annual Meeting of Stockholders at the 2024-04-16 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-04-16 source text: 1. Ten directors were elected to serve one-year terms expiring at the Company’s 2025 Annual Meeting of Stockholders as follows: Nominee Votes For Votes Against Abstentions Broker Non-Votes Jorge A. Bermudez 146,193,141 7,225,183 345,068 9,442,425 Thérèse Esperdy 152,147,397 1,283,382 332,613 9,442,425 Robert Fauber 152,634,564 808,637 320,191 9,442,425 Vincent A. Forlenza 142,543,919 9,939,168 1,280,305 9,442,425 Kathryn M. Hill 146,350,766 7,069,912 342,714 9,442,425 Lloyd W. Howell, Jr. 146,992,962 6,422,727 347,703 9,442,425 Jose M. Minaya 152,093,039 1,336,568 333,785 9,442,425 Leslie F. Seidman 149,095,939 3,928,689 738,764 9,442,425 Zig Serafin 148,649,276 4,777,533 336,583 9,442,425 Bruce Van Saun 148,288,339 5,142,299 332,754 9,442,425 evidence_url: https://www.sec.gov/Archives/edgar/data/1059556/000119312524102931/0001193125-24-102931-index.htm - Shareholder Votes MOODYS CORP /DE/ shareholders approved Amendment to Restated Certificate of Incorporation to authorize stockholders owning 25% of common stock to call special meetings at the 2024-04-16 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-04-16 source text: 4. The proposal to amend the Company’s Restated Certificate of Incorporation to authorize stockholders owning 25% of the Company’s common stock to have the Company call special meetings of stockholders was approved as follows: Votes For Votes Against Abstentions Broker Non-Votes 141,293,287 3,965,292 8,504,813 9,442,425 evidence_url: https://www.sec.gov/Archives/edgar/data/1059556/000119312524102931/0001193125-24-102931-index.htm - Shareholder Votes MOODYS CORP /DE/ shareholders rejected Stockholder proposal requesting that stockholders owning 15% of common stock be able to call special meetings at the 2024-04-16 meeting. - Outcome: failed - Meeting: 2024-04-16 source text: 5. The stockholder proposal requesting that stockholders owning 15% of the Company’s common stock be able to call special meetings of stockholders was not approved as follows: Votes For Votes Against Abstentions Broker Non-Votes 57,784,533 95,714,589 264,270 9,442,425 evidence_url: https://www.sec.gov/Archives/edgar/data/1059556/000119312524102931/0001193125-24-102931-index.htm - Shareholder Votes MOODYS CORP /DE/ shareholders approved Ratification of KPMG LLP as the independent registered public accounting firm for the year 2024 at the 2024-04-16 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-04-16 source text: 2. The ratification of KPMG LLP as the independent registered public accounting firm of the Company for the year 2024 was ratified as follows: Votes For Votes Against Abstentions Broker Non-Votes 160,081,476 2,834,185 290,156 — evidence_url: https://www.sec.gov/Archives/edgar/data/1059556/000119312524102931/0001193125-24-102931-index.htm - Shareholder Votes MOODYS CORP /DE/ shareholders approved Advisory resolution approving executive compensation at the 2024-04-16 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-04-16 source text: 3. The advisory resolution approving executive compensation was approved as follows: Votes For Votes Against Abstentions Broker Non-Votes 142,085,429 10,576,945 1,101,018 9,442,425 evidence_url: https://www.sec.gov/Archives/edgar/data/1059556/000119312524102931/0001193125-24-102931-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.