Item 5.03, "Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
           Year"

On December 14, 2020, the Board of Directors (the "Board") of Moody's Corporation (the "Company") approved amendments to the Company's Amended and Restated By-Laws (the "By-Laws") to implement proxy access and to make certain other updates (as further described below). The amendments took effect upon approval by the Board and are summarized below.

To implement proxy access, Section 13 has been added to Article I of the By-Laws to allow a stockholder, or group of up to 20 stockholders, owning at least 3% of the Company's outstanding common stock continuously for at least three years, to nominate and include in the Company's proxy materials for an annual meeting of stockholders, director nominees constituting up to the greater of two nominees or 20% of the Board, provided that the stockholder(s) and the director nominee(s) satisfy the requirements specified in the By-Laws. (Article I, Section 13). The By-Laws were also amended to insert a new section addressing the submission of information by director nominees and to clarify or conform the advance notice provision to reflect the adoption of proxy access and developments in Delaware law (Article I, Sections 11 and 12). Proxy access will be available for stockholders beginning at the Company's 2022 Annual Meeting of Stockholders.

Additionally, the By-Laws were amended to add an emergency bylaw that is applicable during any emergency condition as contemplated by Section 110 of the Delaware General Corporation Law. (Article II, Section 13). The By-Laws were also amended to make certain updates to conform with Delaware law, including with respect to electronic notice procedures applicable to stockholder meetings (Article I, Section 3), authorizations for persons to act as a stockholder's proxy (Article I, Section 6), procedures for the Company to prepare and make available a list of stockholders entitled to vote at a stockholder meeting (Article I, Section 9), requirements for stockholders to deliver documents or information to the Company in writing (Article I, Section 14), and the Board's ability to designate directors to serve as alternate or replacement members of committees (Article II, Section 8). Additional amendments make clarifying or conforming language changes.

The foregoing description of the amendments to the By-Laws is qualified in its entirety by reference to the By-Laws, dated December 14, 2020, which are filed as Exhibit 3.1 hereto.

Item 9.01, "Financial Statements and Exhibits"




(d) Exhibits



          Amended and Restated By-Laws of Moody's Corporation, effective
3.1     December 14, 2020.

104     The cover page from this Current Report on Form 8-K, formatted in Inline
        XBRL.




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