Date of Report (Date of earliest event reported): May 5, 2021
S&P Global Inc.
(Exact Name of Registrant as specified in its charter)
New York
1-1023
13-1026995
(State or other jurisdiction of incorporation or organization)
(Commission File No.)
(IRS Employer Identification No.)
55 Water Street, New York, New York10041
(Address of Principal Executive Offices) (Zip Code)
(212) 438-1000
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of Exchange on which registered
Common stock (par value $1.00 per share)
SPGI
New York Stock Exchange
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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
a.The Company held its Annual Meeting of Shareholders on May 5, 2021.
b.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
Marco Alverà
194,024,510
458,900
1,063,053
17,575,563
William J. Amelio
193,607,383
882,770
1,056,310
17,575,563
William D. Green
164,032,538
30,445,315
1,068,610
17,575,563
Stephanie C. Hill
193,593,028
904,641
1,048,793
17,575,563
Rebecca Jacoby
194,084,867
409,783
1,051,814
17,575,563
Monique F. Leroux
183,473,997
11,013,619
1,058,847
17,575,563
Ian P. Livingston
194,192,877
291,529
1,062,056
17,575,563
Maria R. Morris
192,750,363
1,750,633
1,045,466
17,575,563
Douglas L. Peterson
193,788,161
706,127
1,052,175
17,575,563
Edward B. Rust, Jr.
187,485,907
6,926,575
1,133,981
17,575,563
Kurt L. Schmoke
190,237,225
4,200,484
1,108,753
17,575,563
Richard E. Thornburgh
192,364,547
2,105,735
1,076,180
17,575,563
Proposal 2: Proposal to approve, on an advisory basis, the executive compensation program for the Company’s named executive officers:
For
Against
Abstain
Broker Non-Votes
183,961,456
10,100,484
1,484,523
17,575,563
Proposal 3: Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent Registered Public Accounting Firm for 2021:
For
Against
Abstain
186,999,345
24,990,364
1,132,316
Proposal 4: Proposal to approve, on an advisory basis, the Company’s greenhouse gas emissions reduction plan:
For
Against
Abstain
Broker Non-Votes
171,643,130
869,778
23,033,555
17,575,563
Proposal 5: Shareholder proposal to transition to public benefit corporation:
For
Against
Abstain
Broker Non-Votes
7,272,502
185,834,134
2,439,827
17,575,563
c.Not applicable.
d.Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K Report to be signed on its behalf by the undersigned hereunto duly authorized.