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): October 19, 2017
______________________
IHS MARKIT LTD.
(Exact name of registrant as specified in its charter)
Bermuda | 001-36495 | 98-1166311 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
4th Floor, Ropemaker Place
25 Ropemaker Street
London, England
EC2Y 9LY
(Address of principal executive offices and zip code)
+44 20 7260 2000
(Registrant's telephone number, including area code)
Former name or former address, if changed since last report: N/A
______________________
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging Growth Company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with Jerre Stead’s retirement as Chairman and CEO of IHS Markit Ltd. (the “Company”) on December 31, 2017 (the “Change Date”), on October 19, 2017, the Board of Directors of the Company (the “Board”) determined, in accordance with the Company’s bye-laws, that the Board should remain set at 11 directors from and after the Change Date. In addition, the Board appointed The Lord Browne of Madingley as a Class III Director of the Company effective as of January 1, 2018, to serve until the 2020 annual general meeting or until his appointment is otherwise terminated in accordance with the Company’s Bye-laws. Lord Browne will also serve on the Nominating and Governance Committee and the Human Resources Committee of the Board. Lord Browne’s appointment was recommended to the Board by its Nominating and Governance Committee.
In accordance with the Company’s 2017 Nonemployee Director Compensation Program, Lord Browne will be entitled to receive compensation on the same terms as other nonemployee directors of the Board, including an annual board retainer of $90,000 and an annual equity award consisting of restricted stock units whose underlying shares shall have, on the date of grant, a fair market value equal to $180,000. Such award will be subject to the terms and conditions of the Company’s 2014 Equity Incentive Award Plan and will vest one year from the grant date. The Company will also reimburse Lord Browne for all reasonable expenses in connection with his services to the Company. Lord Browne will enter into the Company’s standard indemnification agreement, which form has been filed as Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q (file no. 001-36495) filed on October 7, 2016, and is incorporated herein in its entirety by reference.
There is no arrangement or understanding between Lord Browne and any other persons pursuant to which Lord Browne was selected as a director. In addition, Lord Browne is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Effective as of the Change Date, Lance Uggla, 55, currently the Company’s President and Chief Operating Officer, will become Chairman and CEO of the Company. Mr. Uggla’s compensation will not change in connection with this appointment.
For Mr. Uggla’s biography, please see “Part III. Item 10. Directors, Executive Officers and Corporate Governance - Business Experience and Qualification of Board Members - Continuing Class II Directors with Terms Expiring at the Annual General Meeting in 2019 - Lance Uggla” of IHS Markit’s Annual Report on Form 10-K/A for the period ended November 30, 2016 (file no. 001-36495) filed with the Securities and Exchange Commission on February 21, 2017 (the “Form 10-K/A”) (which section is incorporated herein by reference). For certain related party transactions with respect to Mr. Uggla, please see “Part III. Item 13. Certain Relationships and Related Transactions, and Director Independence - Certain Relationships and Related Transactions” of the Form 10-K/A (which section is incorporated herein by reference).
SIGNATURES
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 thereunto duly authorized.
IHS MARKIT LTD. | ||
Date: October 20, 2017 | By: | /s/ Sari Granat |
Sari Granat | ||
Executive Vice President and General Counsel | ||