0000064040FALSE00000640402023-05-032023-05-03

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): May 3, 2023
 
 
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 York 10041
(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 3, 2023.

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
 259,837,018 3,788,484 331,560 21,632,001
Jacques Esculier 262,143,601 1,402,673 410,789 21,632,001
Gay Huey Evans 261,632,234 1,909,644 415,184 21,632,001
William D. Green 254,701,748 8,546,309 709,006 21,632,001
Stephanie C. Hill 260,371,074 3,268,557 317,431 21,632,001
Rebecca Jacoby 260,205,959 3,441,511 309,592 21,632,001
Robert P. Kelly 256,888,591 6,705,991 325,713 21,632,001
Ian P. Livingston 262,271,812 1,352,999 332,251 21,632,001
Deborah D. McWhinney 262,013,203 1,628,650 315,210 21,632,001
Maria R. Morris 260,848,364 2,795,335 313,363 21,632,001
Douglas L. Peterson 262,625,609 1,066,517 264,936 21,632,001
Richard E. Thornburgh 256,026,201 7,173,510 757,351 21,632,001
Gregory Washington 261,565,503 2,044,760 346,800 21,632,001

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
246,519,258 16,896,405 541,399 21,632,001

Proposal 3: Vote, on an advisory basis, on the frequency on which the Company conducts an advisory vote on the executive compensation program for the Company's named executive officers:

1 Year 2 Years 3 Years Abstain
261,132,891 411,099 2,113,987 299,086

Proposal 4: Proposal to ratify the appointment of Ernst & Young LLP as the Company's independent auditor for 2023:

For Against Abstain Broker Non-Votes
267,820,594 17,595,606 172,863 —

c.Not applicable.

d.Based upon the results set forth in Proposal 3 of Item 5.07(b) above, and consistent with the Board's recommendation, advisory votes on executive compensation will be submitted to shareholders on an annual basis until the next required vote on the frequency of such votes.
 




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.
 
S&P Global Inc.
  /s/   Alma Rosa Montanez  
  By:    Alma Rosa Montanez
    Assistant Corporate Secretary & Chief Corporate Counsel
 
Dated: May 8, 2023

 



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