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Shareholders at Moody’s (NYSE: MCO) approve board slate, KPMG and pay

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8-K

Rhea-AI Filing Summary

Moody’s Corporation reported the results of its 2026 Annual Meeting of Stockholders held on April 14, 2026. Shareholders elected ten directors to one-year terms ending at the 2027 annual meeting, with each nominee receiving substantially more votes for than against.

Stockholders also ratified KPMG LLP as the company’s independent registered public accounting firm for 2026, with over 157 million votes cast in favor. In addition, an advisory resolution approving the company’s executive compensation program was approved by a wide margin, reflecting broad support for the current pay practices.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for KPMG LLP as 2026 auditor 157,020,483 votes Ratification of independent registered public accounting firm for 2026
Votes against KPMG LLP ratification 2,356,894 votes Ratification of independent registered public accounting firm for 2026
Votes for executive compensation 144,903,362 votes Advisory resolution approving executive compensation
Votes against executive compensation 5,098,773 votes Advisory resolution approving executive compensation
Highest director support (Lisa P. Sawicki) 149,903,188 votes for Election to one-year term ending at 2027 annual meeting
Broker non-votes on director items 9,013,397 broker non-votes Each director election at 2026 Annual Meeting
Annual Meeting of Stockholders financial
"The voting results for the matters voted on at the 2026 Annual Meeting of Stockholders of Moody’s Corporation"
independent registered public accounting firm financial
"The ratification of KPMG LLP as the independent registered public accounting firm of the Company for the year 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory resolution approving executive compensation financial
"The advisory resolution approving executive compensation was approved as follows"
broker non-votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Submission of Matters to a Vote of Security Holders regulatory
"Item 5.07, "Submission of Matters to a Vote of Security Holders""
Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 14, 2026
MOODY’S CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware1-1403713-3998945
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)
7 World Trade Center at 250 Greenwich Street
New York, New York 10007
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (212) 553-0300
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(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share MCO New York Stock Exchange
1.75% Senior Notes Due 2027 MCO 27 New York Stock Exchange
0.950% Senior Notes Due 2030MCO 30New 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.
☐


TABLE OF CONTENTS
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS3
SIGNATURES4
2


Item 5.07, "Submission of Matters to a Vote of Security Holders"

The voting results for the matters voted on at the 2026 Annual Meeting of Stockholders of Moody’s Corporation (the “Company”) held on April 14, 2026 are as follows:
1.Ten directors were elected to serve one-year terms expiring at the Company's 2027 Annual Meeting of Stockholders as follows:
NomineeVotes ForVotes AgainstAbstentionsBroker Non-Votes
Jorge A. Bermudez142,443,0687,757,466454,7679,013,397
Sumit Dhawan149,319,5221,024,964310,8159,013,397
Thérèse Esperdy147,102,7423,039,704512,8559,013,397
Robert Fauber149,753,653596,636305,0129,013,397
Vincent A. Forlenza143,563,5876,664,006427,7089,013,397
Jose M. Minaya148,411,4591,728,221515,6219,013,397
Lisa P. Sawicki149,903,188444,497307,6169,013,397
Leslie F. Seidman140,759,7229,552,703342,8769,013,397
Zig Serafin148,061,7792,239,145354,3779,013,397
Bruce Van Saun146,554,4843,623,462477,3559,013,397

2.The ratification of KPMG LLP as the independent registered public accounting firm of the Company for the year 2026 was approved as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
157,020,4832,356,894291,321-

3.The advisory resolution approving executive compensation was approved as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
144,903,3625,098,773653,1669,013,397
3


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MOODY'S CORPORATION
By: /s/ Elizabeth M. McCarroll
Elizabeth M. McCarroll
Managing Director, Corporate Governance, Securities and Corporate Secretary

Date: April 16, 2026
4

Source: View Original Filing on SEC EDGAR

FAQ

What did Moody’s (MCO) shareholders decide at the 2026 annual meeting?

Shareholders elected ten directors, ratified KPMG LLP as 2026 auditor, and approved the advisory executive compensation resolution. Each director received strong majority support, and all management proposals passed based on the reported vote totals at the April 14, 2026 meeting.

Were all Moody’s (MCO) director nominees elected at the 2026 meeting?

Yes, all ten Moody’s director nominees were elected to one-year terms ending at the 2027 annual meeting. Each nominee received significantly more votes for than against, with additional broker non-votes reported but not affecting the overall election outcomes.

How did Moody’s (MCO) shareholders vote on the 2026 auditor ratification?

Shareholders ratified KPMG LLP as Moody’s independent registered public accounting firm for 2026 with 157,020,483 votes for, 2,356,894 votes against, and 291,321 abstentions. There were no broker non-votes reported on this auditor ratification proposal.

Was Moody’s (MCO) executive compensation approved in the 2026 say-on-pay vote?

Yes, the advisory resolution approving executive compensation was approved. It received 144,903,362 votes for, 5,098,773 votes against, 653,166 abstentions, and 9,013,397 broker non-votes, indicating broad shareholder support for the company’s compensation practices.

When was Moody’s (MCO) 2026 annual meeting of stockholders held?

Moody’s held its 2026 Annual Meeting of Stockholders on April 14, 2026. At that meeting, shareholders voted on the election of ten directors, ratification of KPMG LLP as auditor for 2026, and an advisory resolution on executive compensation.

How many broker non-votes were recorded on Moody’s (MCO) director and pay items?

For each director election and the advisory executive compensation resolution, Moody’s reported 9,013,397 broker non-votes. These broker non-votes counted for quorum purposes but were not treated as votes for or against the affected proposals.

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