MOODYS CORP /DE/ 8-K

What Happened

• Moody’s Corporation (MCO) filed a Form 8-K on April 16, 2026 reporting results from its 2026 Annual Meeting of Stockholders held April 14, 2026.
• Ten directors were elected to one‑year terms expiring at the 2027 annual meeting. The company also reported the ratification of KPMG LLP as its independent registered public accounting firm for 2026 and approval of the advisory resolution on executive compensation (say‑on‑pay).

Key Details

• Director elections (selected examples):
  • Lisa P. Sawicki: 149,903,188 votes for; 444,497 against; 307,616 abstentions; 9,013,397 broker non‑votes.
  • Robert Fauber: 149,753,653 for; 596,636 against; 305,012 abstentions; 9,013,397 broker non‑votes.
  • Leslie F. Seidman: 140,759,722 for; 9,552,703 against; 342,876 abstentions; 9,013,397 broker non‑votes.
  • (All ten nominees were elected; each ballot listed 9,013,397 broker non‑votes.)
• Auditor ratification: KPMG LLP ratified as Moody’s independent registered public accounting firm for 2026 — 157,020,483 for; 2,356,894 against; 291,321 abstentions.
• Advisory vote on executive compensation (say‑on‑pay): approved — 144,903,362 for; 5,098,773 against; 653,166 abstentions; 9,013,397 broker non‑votes.

Why It Matters

• Board composition confirmed: Reelecting the full slate of directors sets Moody’s governance and oversight through the next year. Large broker non‑vote counts indicate many shares were held by brokers/institutions that did not vote on director or advisory matters.
• Auditor ratification is a routine but important governance vote confirming the company’s external auditor for 2026.
• The approved advisory vote on executive compensation signals majority shareholder support for Moody’s disclosed pay practices (this vote is non‑binding).
• These outcomes are governance items investors track for management accountability and board alignment with shareholder interests.