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): June 16, 2021

(Exact Name of Registrant as Specified in Charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

TABLE OF CONTENTS

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Item 5.02, “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers”

(d)    On June 17, 2021, Moody’s Corporation (the “Company”) announced that Mr. Zig Serafin has been elected as a member of the Company’s Board of Directors, effective as of July 14, 2021.

Mr. Serafin also has been elected to serve on the Board’s Audit, Governance & Nominating and Compensation & Human Resources Committees effective July 14, 2021. With the election of Mr. Serafin, the Company’s Board will consist of ten directors. Mr. Serafin, 47, is currently the chief executive officer of Qualtrics International and has served in that role since July 2020. Prior to becoming chief executive officer, Mr. Serafin served as president from January 2019 to July 2020 and as its chief operating officer from October 2016 to December 2018. From July 2009 to October 2016, Mr. Serafin served as corporate vice president at Microsoft Corporation, a multi-national technology company, where he led a global team responsible for engineering, service operations and strategy in telecommunications services and applications.

In accordance with the Company’s director compensation plan for non-employee directors, Mr. Serafin will be paid an annual cash retainer of $105,000, payable in quarterly installments. In July 2021, he will receive an annual restricted stock unit award under the 1998 Moody’s Corporation Non-Employee Directors’ Stock Incentive Plan equivalent in value to $180,000 based on the fair market value of the Company’s 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 Company’s press release relating to Mr. Serafin’s 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 Company’s press release announcing Mr. Serafin’s 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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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 hereunto duly authorized.

Date: June 17, 2021

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