Item 5.02, "Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers"
(d) On December 18, 2020, Moody's Corporation (the "Company") announced that
Mr. Lloyd Howell has been elected as a member of the Company's Board of
Directors, effective as of March 15, 2021.
Mr. Howell also has been elected to serve on the Board's Audit, Governance &
Nominating and Compensation & Human Resources Committees, effective as of
March 15, 2021. With the election of Mr. Howell, the Company's Board will
consist of eleven directors. Mr. Howell, 54, is currently an executive vice
president and the chief financial officer and treasurer of Booz Allen Hamilton.
Since rejoining the firm in 1995, Mr. Howell has served in a variety of
leadership roles, including Civil and Commercial Group leader and Executive Vice
President of Client Services.
In accordance with the Company's director compensation plan for non-employee
directors, Mr. Howell will be paid an annual cash retainer of $105,000, payable
in quarterly installments. In March 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. Howell'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. Howell'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
99.1 Press release dated December 18, 2020.
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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