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 29, 2015
McGRAW HILL FINANCIAL, 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.
McGraw Hill Financial, Inc. (the “Company”) held its Annual Meeting of Shareholders on April 29, 2015. 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 | ||||||||||||
| Sir Winfried Bischoff |
233,408,533 | 3,193,180 | 351,856 | 11,092,816 | ||||||||||||
| William D. Green |
235,938,977 | 631,856 | 382,736 | 11,092,816 | ||||||||||||
| Charles E. Haldeman, Jr. |
235,151,081 | 1,419,479 | 383,009 | 11,092,816 | ||||||||||||
| Rebecca Jacoby |
236,268,582 | 332,299 | 352,688 | 11,092,816 | ||||||||||||
| Robert P. McGraw |
234,716,671 | 1,883,295 | 353,603 | 11,092,816 | ||||||||||||
| Hilda Ochoa-Brillembourg |
233,519,747 | 3,069,588 | 364,234 | 11,092,816 | ||||||||||||
| Douglas L. Peterson |
235,247,587 | 1,359,768 | 346,214 | 11,092,816 | ||||||||||||
| Sir Michael Rake |
235,339,332 | 1,190,006 | 424,231 | 11,092,816 | ||||||||||||
| Edward B. Rust, Jr. |
232,638,397 | 3,906,202 | 408,970 | 11,092,816 | ||||||||||||
| Kurt L. Schmoke |
235,063,044 | 1,527,719 | 362,806 | 11,092,816 | ||||||||||||
| Sidney Taurel |
234,445,051 | 2,157,080 | 351,438 | 11,092,816 | ||||||||||||
| Richard E. Thornburgh |
234,330,403 | 2,273,758 | 349,408 | 11,092,816 | ||||||||||||
Proposal 2: Proposal to approve the performance goals under the Company’s 2002 Stock Incentive Plan, as amended and restated:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 230,317,832 |
6,081,523 | 554,214 | 11,092,816 |
Proposal 3: Proposal to approve, on an advisory basis, the executive compensation program for the Company’s named executive officers:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 232,775,707 |
3,286,280 | 891,582 | 11,092,816 |
Proposal 4: Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent Registered Public Accounting Firm for 2015:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 241,983,319 |
5,312,417 | 750,649 | 0 |
Proposal 5: Shareholder proposal requesting the adoption of a policy requiring an independent Board Chairman:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 39,955,131 |
196,129,869 | 868,569 | 11,092,816 |
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.
McGRAW HILL FINANCIAL, INC.
| By: | /s/ Scott L. Bennett | |
| Scott L. Bennett | ||
| Senior Vice President, Associate General Counsel and Corporate Secretary | ||
Dated: May 4, 2015