Current Report Filing (8-k)
09 Mai 2023 - 10:05PM
Edgar (US Regulatory)
0000064040FALSE00000640402023-05-042023-05-04
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 4,
2023
S&P Global Inc.
(Exact Name of Registrant as specified in its charter)
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New York |
1-1023 |
13-1026995 |
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(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:
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Title of each class |
Trading Symbol |
Name of Exchange on which registered |
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Common stock (par value $1.00 per share) |
SPGI |
New York Stock Exchange |
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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 7.01.
Regulation FD Disclosure
On May 4, 2023, Ewout Steenbergen, Executive Vice President and
Chief Financial Officer of S&P Global Inc. (the "Company"),
adopted a pre-arranged trading plan (the "Plan") in accordance with
the guidelines specified by Rule 10b5-1 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the
Company’s policies with respect to insider trading and stock
ownership. The maximum number of shares of common stock that may be
sold pursuant to the Plan is 23,502 shares. The purpose of the Plan
is for tax, estate and family financial planning and to provide
asset diversification.
In accordance with Rule 10b5-1 of the Exchange Act, once
established, Mr. Steenbergen will have no discretion over the sales
of his shares of common stock under the Plan. Any transactions
executed under the Plan will be publicly disclosed through Form 4
and/or Form 144 filings with the Securities and Exchange
Commission.
While not required to do so, the Company intends to disclose the
adoption of such pre-arranged plans by the Chief Executive Officer
and Chief Financial Officer of S&P Global Inc. via Form 8-K.
The Company does not undertake to report via Form 8-K any Rule
10b5-1 plans that may be adopted by any officers or directors in
the future, or any modifications or termination of any publicly
announced trading plan.
Pursuant to general instruction B.2 to Form 8-K, the information
furnished pursuant to this Item 7.01 shall not be deemed to be
“filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of
that section. The information in this Form 8-K shall not be
incorporated by reference into any filing or other document
pursuant to the Securities Act of 1933, as amended, except as shall
be expressly set forth by specific reference in such filing or
document.
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.
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S&P Global Inc. |
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/s/ |
Alma Rosa Montanez |
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By: |
Alma Rosa Montanez |
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Assistant Corporate Secretary & Chief Corporate
Counsel |
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Dated: May 9, 2023
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