SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
[Amendment No. ]
Filed by the Registrant x Filed by a Party other than the Registrant ¨
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| ¨ | Preliminary Proxy Statement | |||
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||
| ¨ | Definitive Proxy Statement | |||
| x | Definitive Additional Materials | |||
| ¨ | Soliciting Material under § 240.14a-12 | |||
| MOODY’S CORPORATION | ||||
| (Name of Registrant as Specified in Its Charter) | ||||
| (Name of Person(s) Filing Proxy Statement if other than the Registrant) | ||||
| Payment of Filing Fee (Check the appropriate box): | ||||
| x | No fee required. | |||
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies:
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| (2) | Aggregate number of securities to which transaction applies:
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| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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| (4) | Proposed maximum aggregate value of transaction:
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| (5) | Total fee paid: | |||
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| ¨ | Fee paid previously with written preliminary materials. | |||
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
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| (2) | Form Schedule or Registration Statement No.:
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on April 16, 2013.
| Meeting Information | ||||||
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Meeting Type: Annual Meeting |
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| MOODY’S CORPORATION | For holders as of: February 20, 2013 | |||||
| Date: April 16, 2013 Time: 9:30 AM EDT | ||||||
| Location: 7 World Trade Center at | ||||||
| 250 Greenwich Street |
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| New York, New York 10007 |
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You are receiving this communication because you hold shares in the company named above. |
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| This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). |
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We encourage you to access and review all of the important information contained in the proxy materials before voting. |
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| See the reverse side of this notice to obtain proxy materials and voting instructions. |
— Before You Vote —
How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE: |
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| 1. Annual Report 2. Notice & Proxy Statement 3. Admission Ticket | ||||||||
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How to View Online: |
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Have the information that is printed in the box marked by the arrow
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How to Request and Receive a PAPER or E-MAIL Copy: |
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| If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: |
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1) BY INTERNET: |
www.proxyvote.com |
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| 2) BY TELEPHONE: | 1-800-579-1639 | |||||||
| 3) BY E-MAIL*: | sendmaterial@proxyvote.com | |||||||
| * If requesting materials by e-mail,
please send a blank e-mail with the information that is printed in the box marked by the arrow
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Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 2, 2013 to facilitate timely delivery.
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| — How To Vote — | ||||||||
| Please Choose One of the Following Voting Methods | ||||||||
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Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. |
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Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow
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Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.
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(located on the following page) and visit: www.proxyvote.com.
| Voting Items | ||||||||||
| The Board of Directors recommends you vote FOR the following proposals: |
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| 1. Election of Directors |
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Nominees: |
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1A. Basil L. Anderson |
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1B. Darrell Duffie, Ph.D. |
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1C. Raymond W. McDaniel, Jr. |
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| 2. Approval of the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan. |
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| 3. Approval of the Amended and Restated 1998 Moody’s Corporation Non-Employee Directors’ Stock Incentive Plan. |
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| 4. Approval of amendments to the Moody’s Corporation Restated Certificate of Incorporation to declassify the Board of Directors and provide for annual election of all directors. |
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| 5. Ratification of the appointment of independent registered public accounting firm of the Company for 2013. |
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| 6. Advisory resolution approving executive compensation. |
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NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof.
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| Voting Instructions |
To: The Stockholders of Record of Moody’s Corporation as of the Close of Business on February 20, 2013
Notice of Proposed Amendment of Certificate of Incorporation
In accordance with Section 242 of the Delaware General Corporation Law, the Company hereby provides notice that the following amendments will be proposed for adoption at the Company’s 2013 Annual Meeting of Stockholders. Stockholder approval of the following amendments will also be deemed to constitute the approval of the filing of a new Amended and Restated Certificate of Incorporation enacting such amendments.
PROPOSED AMENDMENTS TO RESTATED CERTIFICATE OF INCORPORATION
SEVENTH: (1) The business and affairs of
the corporation shall be managed by or under the direction of a Board of Directors consisting of not less than three directors, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority
of the Board of Directors. TheCommencing with the annual meeting of stockholders held in 2014, directors shall be divided into three classes designated Class I, Class II and Class III.
Each class shall consist, as nearly as possible, of one-third of the total number of directors constituting the entire Board of Directors. Class I directors shall be originally elected for a term expiring at the succeeding annual meeting of
stockholders, Class II directors shall be originally elected for a term expiring at the second succeeding annual meeting of stockholders, and Class III directors shall be originally elected for a term expiring at the third succeeding annual meeting
of stockholders. At each shall be elected annually by the stockholders entitled to vote thereon for terms expiring at the next succeeding annual meeting of stockholders following 1998, successors to the class of
directors whose term expires at that annual meeting shall be elected for a term expiring at the third succeeding annual meeting., provided however, that any director elected or appointed prior to the 2014 annual
meeting of stockholders shall complete the term to which such director has been elected or appointed. The term for each director elected at the 2011 annual meeting of stockholders shall expire at the
2014 annual meeting of stockholders, the term for each director elected at the 2012 annual meeting of stockholders shall expire at the 2015 annual meeting of stockholders, and the term for
each director elected at the 2013 annual meeting of stockholders shall expire at the 2016 annual meeting of stockholders. The division of directors into classes shall terminate at the 2016
annual meeting of stockholders. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible,
and any additional director of any class elected to fill a newly created directorship resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but
Inin no case shall a decrease in the number of directors remove or shorten the term of any incumbent director. A director shall hold office until the annual
meeting for the year in which his term expires and until his successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Any newly
created directorship on the Board of Directors that results from an increase in the number of directors and any vacancy occurring in the Board of Directors shall be filled only by a majority of the directors then in office, although less than a
quorum, or by a sole remaining director. If any applicable provision of the General Corporation Law of the State of Delaware expressly confers power on stockholders to fill such a directorship at a special meeting of stockholders, such a
directorship may be filled at such meeting only by the affirmative vote of at least 80 percent of the voting power of all shares of the corporation entitled to vote generally in the election of directors voting as a single class. Any director
elected to fill a newly created directorship that results from an increase in the number of directors shall be elected for a term expiring at the next succeeding annual meeting of stockholders, and aAny director elected
to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor. Directors serving in a class of directors elected for a term expiring at the third annual meeting of
stockholders following the election of such class may be removed only for cause, and all other directors may be removed either for or without cause, and only bythe removal of any director, whether for or
without cause, requires the affirmative vote of at least 80 percent in voting power of all shares of the corporation entitled to vote generally in the election of directors, voting as a single class.
(2) Notwithstanding the foregoing, whenever the holders of any one or more series of Preferred Stock or Series Common Stock issued by the
corporation shall have the right, voting separately as a series or separately as a class with one or more such other series, to elect directors at an annual or special meeting of stockholders, the election, term of office, removal, filling of
vacancies and other features of such directorships shall be governed by the terms of this Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock or Series Common Stock) expressly
applicable to such directorshipsthereto, and such directors so elected shall not be divided into classes pursuant to this Article Seventh unless expressly provided by such terms.