UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 21, 2014 (April 15, 2014)
MOODY’S CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-14037 | 13-3998945 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
7 World Trade Center at 250 Greenwich Street
New York, New York 10007
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (212) 553-0300
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 voting results for the matters voted on at the 2014 Annual Meeting of Stockholders held on April 15, 2014 are as follows:
| 1. | Three Class I Directors were elected to serve one-year terms as follows: |
| Nominee |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
||||||||||||
| Jorge A. Bermudez |
175,507,512 | 1,376,018 | 406,357 | 12,901,853 | ||||||||||||
| Kathryn M. Hill |
176,354,044 | 571,143 | 364,700 | 12,901,853 | ||||||||||||
| Leslie F. Seidman |
176,319,532 | 599,158 | 371,197 | 12,901,853 | ||||||||||||
The Company’s directors whose terms continued after the Annual Meeting are: Basil L. Anderson, Darrell Duffie, Ph.D., Ewald Kist, Raymond W. McDaniel, Jr., Henry A. McKinnell, Jr., Ph.D., and John K. Wulff.
| 2. | The appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year 2014 was ratified as follows: |
| Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||
| 189,685,611 |
84,133 | 421,996 | 0 |
| 3. | The advisory resolution approving executive compensation was approved as follows: |
| Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||
| 168,323,787 |
7,970,246 | 995,854 | 12,901,853 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MOODY’S CORPORATION | ||
| By: | /s/ John J. Goggins | |
| John J. Goggins | ||
| Executive Vice President and General Counsel | ||
Date: April 21, 2014