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): February 9, 2016
MOODYS CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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1-14037 |
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13-3998945 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
7 World Trade Center at 250 Greenwich Street
New York, New York 10007
(Address of Principal Executive Offices) (Zip Code)
Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On February 9, 2016, Mr. John Wulff, who has served as a member of the Moodys Corporation Board of Directors since 2004, informed the
Company that he has decided not to stand for re-election at the 2016 annual meeting of stockholders and, therefore, to retire effective on that date.
(d)
On February 9, 2016, the Company announced that Mr. Bruce Van Saun has been elected as a member of the Companys Board, effective as of March 1, 2016. Mr. Van Saun also has been elected to the Boards Audit and
Governance and Compensation Committees. With the election of Mr. Van Saun, the Companys Board consists of ten directors. Mr. Van Saun, 58, currently serves as the Chairman of the Board and Chief Executive Officer of Citizens
Financial Group, Inc., a retail and commercial bank, and serves as a director on the franchise board of Lloyds of London, with his term expiring on May 31, 2016.
In accordance with the Companys director compensation plan for non-employee directors, Mr. Van Saun will be paid an annual cash
retainer of $90,000, payable in quarterly installments. He will receive in March 2016 an annual restricted stock award under the 1998 Moodys Corporation Non-Employee Directors Stock Incentive Plan equivalent in value to $155,000 based on
the fair market value of the Companys common stock on the effective date of the grant, which award vests on the first anniversary of the date of grant.
A copy of the Companys press release relating to Mr. Van Sauns election as director is being furnished as Exhibit 99.1 to
this Current Report on Form 8-K. Exhibit 99.1 is being furnished and shall not be deemed filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act) or otherwise subject to
the liabilities of that Section. The information in Exhibit 99.1 shall not be incorporated by reference into future filings under the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference
therein.
Item 7.01 |
Regulation FD Disclosure. |
The companys press release announcing Mr. Van Sauns election
is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
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99.1 |
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Press release regarding the election of Mr. Van Saun to the Board, dated February 9, 2016 |
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.
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MOODYS CORPORATION |
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By: |
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/s/ John J. Goggins |
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John J. Goggins |
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Executive Vice President and General |
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Counsel |
Date: February 9, 2016
INDEX TO EXHIBITS
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Exhibit No. |
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99.1 |
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Press release regarding the election of Mr. Van Saun to the Board, dated February 9, 2016 |
Exhibit 99.1
Moodys Corporation Elects Bruce Van Saun to Board of Directors
NEW YORK, (BUSINESS WIRE) February 9, 2016 Moodys Corporation (NYSE:MCO) announced today that it has elected Bruce Van Saun to
its board of directors effective March 1, 2016. Bruce will serve as a member of the boards Audit and Governance and Compensation committees.
Mr.
Van Saun, 58, has 30 years of leadership experience in the financial services sector. He currently serves as the Chairman of the Board and Chief Executive Officer of Citizens Financial Group, Inc., a retail and commercial bank. He is currently a
director of the franchise board of Lloyds of London, with his term expiring on May 31, 2016. Previously, he served as Finance Director and as a member of the board of directors for RBS Group, and in senior roles with Bank of New York and Bank
of New York Mellon, including as Vice Chairman and Chief Financial Officer.
Bruce brings a wealth of diverse executive and board experience gained
during his accomplished career in global banking and financial services, and we are pleased to welcome him to Moodys board, said Henry McKinnell, Jr., Chairman, Moodys Corporation.
Mr. Van Saun previously held senior positions with Deutsche Bank, Wasserstein Perella Group and Kidder Peabody & Co. He is also a member of The Clearing
House supervisory board.
ABOUT MOODYS CORPORATION
Moodys is an essential component of the global capital markets, providing credit ratings, research, tools and analysis that contribute to transparent and
integrated financial markets. Moodys Corporation (NYSE:MCO) is the parent company of Moodys Investors Service, which provides credit ratings and research covering debt instruments and securities, and Moodys Analytics, which offers
leading-edge software, advisory services and research for credit and economic analysis and financial risk management. The corporation, which reported revenue of $3.5 billion in 2015, employs approximately 10,400 people worldwide and maintains a
presence in 36 countries. Further information is available at www.moodys.com.
Media Contacts:
Michael Adler
Senior Vice President
Corporate Communications
212.553.4667
michael.adler@moodys.com
or
Salli Schwartz
Global Head of Investor Relations
212.553.4862
sallilyn.schwartz@moodys.com
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