UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 29, 2021, the Board of Directors (the “Board”) of S&P Global Inc. (the “Company”) approved to amend and restate the Company’s By-Laws (as so amended and restated, the “By-Laws”), which became effective immediately upon approval. The amendment to the By-Laws deletes in its entirety Article I-A, Section 9(D), which provided that, to be eligible for nomination as a director of the Company, a person must beneficially own, or agree to purchase within 90 days if elected as a director of the Company (subject to any restrictions imposed by the Company’s insider trading policy), not less than 400 shares of stock of the Company, will not dispose of such minimum number of shares so long as such person is a director, and has disclosed whether all or any portion of the such shares were purchased with any financial assistance provided by any other person and whether any other person has any interest in such shares.
The Board is committed to ensuring that all directors have an ownership stake in the Company. Due to the timing requirement, the Board determined that the By-Law provision could limit the pool of director candidates because of the immediate need for such candidates to purchase Company shares with personal funds, which some candidates may find to be prohibitively costly. All non-management directors are subject to stock ownership guidelines which require such directors to own or acquire, within five years of their election, shares of Company common stock having a market value of at least five times their annual cash retainer.
The By-Laws are attached hereto as Exhibit 3.2, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Description | |
| 3.2 | By-Laws of S&P Global Inc., dated September 29, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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.
| S&P Global Inc. | ||
| Date: October 5, 2021 | By: | /s/ Alma Rosa Montanez |
| Alma Rosa Montanez | ||
| Assistant Corporate Secretary & Chief Corporate Counsel |