Item 5.03, "Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year"
On
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
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
The foregoing description of the amendments to the By-Laws is qualified in its
entirety by reference to the By-Laws, dated
Item 9.01, "Financial Statements and Exhibits"
(d) Exhibits Amended and Restated By-Laws ofMoody's Corporation , effective 3.1December 14, 2020 . 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. 3
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