S&P Global (NYSE: SPGI) holders back directors, approve pay, reject proposals

Rhea-AI Filing Summary

S&P Global Inc. reported the results of its Annual Meeting of Shareholders held on May 20, 2026. Shareholders elected all ten director nominees, each receiving substantial support with more votes cast for than against.

On an advisory basis, shareholders approved the executive compensation program for named executive officers, with 224,620,110 votes for, 13,719,583 against and 1,412,578 abstentions. Shareholders also ratified Ernst & Young LLP as independent registered public accounting firm for 2026, with 243,206,246 votes for and 19,214,206 against. Two shareholder proposals, one to reduce the stock ownership threshold for calling a special meeting and another requesting a report on the company’s charitable support, did not receive majority support and were not approved.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Say-on-pay votes for: 224,620,110 votes Say-on-pay votes against: 13,719,583 votes Auditor ratification votes for: 243,206,246 votes +3 more

6 metrics

Say-on-pay votes for 224,620,110 votes Advisory approval of executive compensation program

Say-on-pay votes against 13,719,583 votes Advisory approval of executive compensation program

Auditor ratification votes for 243,206,246 votes Ratification of Ernst & Young LLP for 2026

Special meeting proposal votes against 141,800,819 votes Shareholder proposal to reduce ownership threshold

Charitable report proposal votes for 2,490,965 votes Shareholder proposal on charitable support report

Broker non-votes on proposals 1–5 22,923,034 votes Reported for director elections and proposals 2, 4, 5

Key Terms

broker non-votes, advisory basis, independent registered public accounting firm, emerging growth company, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes 97,536,572 | 141,800,819 | 414,879 | 22,923,034"

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.

advisory basis financial

"proposal to approve, on an advisory basis, the executive compensation program"

independent registered public accounting firm financial

"ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 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.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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 →

0000064040FALSE00000640402026-05-202026-05-20

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: May 20, 2026

S&P Global Inc.

(Exact Name of Registrant as specified in its charter)

 

New York			1-1023			13-1026995
(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:

Title of each class

Trading Symbol

Name of Exchange on which registered

Common stock (par value $1.00 per share)

SPGI

New 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.                                             ☐

Item 5.07.   Submission of Matters to a Vote of Security Holders

a.The Company held its Annual Meeting of Shareholders on May 20, 2026.

b.The following is a summary of the voting results for each matter presented to shareholders at the Annual Meeting.

Proposal 1: Election of Directors

The Company's shareholders elected the persons nominated as Directors of the Company as set forth below:

Nominees			For			Against			Abstain			Broker Non-Votes
Marco Alverà			238,557,283			963,098			231,889			22,923,034
Martina Cheung			238,607,071			986,375			158,824			22,923,034
Jacques Esculier			238,430,502			1,140,242			181,527			22,923,034
Stephanie Hill			234,028,058			5,261,735			462,477			22,923,034
Rebecca Jacoby			232,465,734			7,099,423			187,113			22,923,034
Hubert Joly			238,241,632			1,278,722			231,916			22,923,034
Ian Livingston			236,168,391			3,336,653			247,226			22,923,034
Robert Moritz			238,810,537			688,876			249,657			22,923,034
Maria Morris			227,792,941			11,721,953			237,376			22,923,034
Gregory Washington			237,925,356			1,594,011			232,903			22,923,034

Proposal 2: Company proposal to approve, on an advisory basis, the executive compensation program for the Company's named executive officers:

For			Against			Abstain			Broker Non-Votes
224,620,110			13,719,583			1,412,578			22,923,034

Proposal 3: Company proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2026:

For			Against			Abstain			Broker Non-Votes
243,206,246			19,214,206			254,853			—

Proposal 4: Shareholder proposal to reduce the stock ownership threshold for calling a special shareholder meeting:

For			Against			Abstain			Broker Non-Votes
97,536,572			141,800,819			414,879			22,923,034

Proposal 5: Shareholder proposal to issue a report on the Company's charitable support:

For			Against			Abstain			Broker Non-Votes
2,490,965			235,501,397			1,759,908			22,923,034

c.Not applicable.

d.Not applicable.

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.

 

S&P Global Inc.

/s/

Judah Bareli

By:

Judah Bareli

Vice President, Associate General Counsel

& Corporate Secretary

Dated: May 21, 2026

FAQ

What did S&P Global (SPGI) shareholders decide at the 2026 annual meeting?

Shareholders elected all ten director nominees and approved the advisory executive compensation program. They also ratified Ernst & Young LLP as the independent auditor for 2026, while two shareholder proposals on special meetings and charitable reporting were not approved.

How did S&P Global (SPGI) shareholders vote on executive compensation in 2026?

Shareholders approved S&P Global’s executive compensation program on an advisory basis. The vote totaled 224,620,110 for, 13,719,583 against and 1,412,578 abstentions, with 22,923,034 broker non-votes, indicating broad but not unanimous support for the pay program.

Was Ernst & Young LLP ratified as S&P Global (SPGI) auditor for 2026?

Yes, shareholders ratified Ernst & Young LLP as S&P Global’s independent registered public accounting firm for 2026, with 243,206,246 votes for, 19,214,206 against and 254,853 abstentions. This confirms continued shareholder support for the existing audit relationship.

What happened to the S&P Global (SPGI) proposal on special shareholder meetings?

The shareholder proposal to reduce the stock ownership threshold for calling a special shareholder meeting was not approved. It received 97,536,572 votes for and 141,800,819 against, with 414,879 abstentions and 22,923,034 broker non-votes, so it failed to gain majority support.

How did S&P Global (SPGI) investors vote on the charitable support report proposal?

Shareholders did not approve the proposal requesting a report on the company’s charitable support. The measure received 2,490,965 votes for, 235,501,397 against and 1,759,908 abstentions, along with 22,923,034 broker non-votes, reflecting very limited support for this additional reporting.

Were S&P Global (SPGI) director nominees elected at the 2026 meeting?

All ten nominees, including Marco Alverà, Martina Cheung and others, were elected as directors. Each nominee received significantly more votes for than against, with broker non-votes of 22,923,034 reported for every director election item.

Filing Exhibits & Attachments

3 documents

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