UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 25, 2012
THE MCGRAW-HILL COMPANIES, INC.
(Exact Name of Registrant as Specified in its Charter)
| New York | 1-1023 | 13-1026995 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 1221 Avenue of the Americas, New York, New York |
10020 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(212) 512-2000
(Registrant’s telephone number, including area code)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The McGraw-Hill Companies, Inc. (the “Company”) held its annual meeting of shareholders on April 25, 2012. The following is a summary of the voting results for each matter presented to shareholders at the Annual Meeting.
Proposal 1: Election of Directors
The Company’s shareholders elected the persons nominated as Directors of the Company as set forth below:
| Nominees |
For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Pedro Aspe |
224,862,329 | 5,868,883 | 294,836 | 14,730,962 | ||||||||||||
| Sir Winfried Bischoff |
225,902,092 | 4,806,987 | 317,059 | 14,730,962 | ||||||||||||
| William D. Green |
229,572,337 | 1,153,210 | 300,501 | 14,730,962 | ||||||||||||
| Linda Koch Lorimer |
225,262,889 | 5,487,147 | 276,012 | 14,730,962 | ||||||||||||
| Harold McGraw III |
222,070,345 | 8,683,032 | 272,671 | 14,730,962 | ||||||||||||
| Robert P. McGraw |
227,448,218 | 3,290,145 | 287,685 | 14,730,962 | ||||||||||||
| Hilda Ochoa-Brillembourg |
228,364,490 | 2,290,281 | 371,277 | 14,730,962 | ||||||||||||
| Sir Michael Rake |
229,015,265 | 1,602,962 | 407,822 | 14,730,962 | ||||||||||||
| Edward B. Rust Jr. |
216,923,557 | 13,731,917 | 370,575 | 14,730,962 | ||||||||||||
| Kurt L. Schmoke |
228,792,470 | 1,866,458 | 367,121 | 14,730,962 | ||||||||||||
| Sidney Taurel |
225,926,668 | 4,723,385 | 375,995 | 14,730,962 | ||||||||||||
| Richard E. Thornburgh |
227,016,180 | 3,639,792 | 370,076 | 14,730,962 | ||||||||||||
Proposal 2: Vote to approve, on an advisory basis, the executive compensation program for the Company’s named executive officers:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 224,228,464 |
5,512,563 | 1,285,022 | 14,730,962 |
Proposal 3: Vote to ratify the appointment of Ernst & Young LLP as the Company’s independent Registered Public Accounting Firm for 2012:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 241,925,952 |
2,897,578 | 933,480 | 0 |
Proposal 4: Shareholder proposal requesting shareholder action by written consent:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 108,842,359 |
121,410,328 | 773,361 | 14,730,962 |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Form 8-K Report to be signed on its behalf by the undersigned hereunto duly authorized.
THE McGRAW-HILL COMPANIES, INC.
| By: | /s/ Kenneth Vittor | |||||
| Kenneth Vittor | ||||||
| Executive Vice President and General Counsel | ||||||
| Dated: April 27, 2012 | ||||||