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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): February 11, 2025
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 5.02DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS3
ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS3
SIGNATURES4
EXHIBIT 10.1
EXHIBIT 104
2


Item 5.02, "Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers"

On February 11, 2025, the Compensation & Human Resources Committee of the Board of Directors of Moody’s Corporation adopted and approved the Executive Officer Cash Severance Policy (the “Cash Severance Policy”), effective February 11, 2025, which requires stockholder ratification of any new executive officer arrangements, agreements, plans, or policies providing for cash severance benefits exceeding 2.99 times the sum of the executive officer’s base salary plus target annual bonus opportunity. The Cash Severance Policy also requires stockholder ratification of any amendment that would increase cash severance benefits payable under any existing arrangement, agreement, plan or policy above 2.99 times the sum of a covered executive’s base salary plus target annual bonus opportunity.

The foregoing description is qualified in its entirety by reference to the Cash Severance Policy, which is included as Exhibit 10.1 to this Current Report and is incorporated by reference as though fully set forth herein.

Item 9.01, "Financial Statements and Exhibits"
(d) Exhibits
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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
Corporate Secretary and Associate General Counsel

Date: February 12, 2025
4

Executive Officer Cash Severance Policy It is the policy of the Compensation & Human Resources Committee (the “Committee”) of the Board of Directors of Moody’s Corporation (the “Company”) that the Company and its subsidiaries will not enter into any new employment agreement or severance or separation arrangement or agreement with any executive officer of the Company, or establish any new severance plan or policy covering any executive officer of the Company (such agreement, arrangement, plan or policy, a “Severance Arrangement”), in each case, that provides for Cash Severance Benefits (as defined below) exceeding 2.99 times the sum of the executive officer’s Base Salary (as defined below) plus Target Bonus (as defined below), without seeking stockholder approval of such Severance Arrangement. In addition, the Company and its subsidiaries will not amend any existing Severance Arrangement to increase the Cash Severance Benefits payable to an amount exceeding 2.99 times the sum of the executive officer’s Base Salary plus Target Bonus, without seeking stockholder approval of such amendment. The Committee has the exclusive authority to make determinations regarding the interpretation and application of the provisions of this policy, in its sole discretion, including, without limitation, the determination of the estimated present value of any periodic payments of cash following the date of such executive officer’s termination of employment. Such determinations shall be conclusive and binding upon all persons. If the Committee determines that it would be in the best interests of the Company to enter into a future Severance Arrangement that would require stockholder approval under this Policy, the Company may seek stockholder approval of such Severance Arrangement after the material terms have been agreed upon but the payment of any benefits in excess of the foregoing limits will be contingent upon such stockholder approval. For purposes of this policy: 1. “Cash Severance Benefits” means cash payments: (i) in respect of the termination of the executive officer’s employment; (ii) to secure an agreement not to compete with the Company following termination of employment; or (iii) to offset any tax liability in respect of any of the foregoing. The value of Cash Severance Benefits shall include the estimated present value of any periodic payments of cash following the date of such executive officer’s termination of employment. For the avoidance of doubt, “Cash Severance Benefits” do not include (a) the payment, vesting, acceleration or other handling of stock options, restricted stock units, performance shares or other equity-based awards granted under stockholder-approved plans, (b) payment of deferred compensation, earned retirement benefits or other vested employee benefits, in each case consistent with the terms of the Company’s retirement or employee benefit plans, (c) the provision of perquisites, insurance, disability, health and welfare plan coverage, outplacement assistance and other non-cash benefits, (d)

 
any interest required to be paid pursuant to the terms of any Company plan or policy between the termination date and the payment date, (e) any unpaid bonus for any previously completed performance period, (f) compensation and benefits (including unpaid Base Salary and vacation pay) earned, accrued or otherwise provided with respect to services rendered prior to the date of such executive officer’s termination of employment and reimbursement for any expenses validly incurred prior to the date of such executive officer’s termination of employment, (g) any payment in respect of the executive officer’s annual bonus for the year of termination (prorated based on the executive officer’s period of service during the annual performance period, whether or not subject to actual performance), (h) amounts paid for services following termination of employment for service as a director or for a reasonable consulting agreement, or (i) any payment that the Board determines in good faith to be a reasonable settlement of any claim made against the Company or any of its subsidiaries. 2. “Change in Control” shall have the meaning set forth in the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan, as amended from time to time or any successor plan in effect as of the date of the executive officer’s termination of employment. 3. “Base Salary” means the annual base salary payable to the executive officer as of the date of termination of employment; provided that following a Change in Control, “Base Salary” means the higher of the executive officer’s (i) Base Salary as in effect immediately prior to the Change in Control and (ii) Base Salary as in effect as of the date of termination of employment. 4. “executive officer” means any “executive officer”, as defined in Rule 3b-7 under the Securities Exchange Act of 1934, as amended. 5. “Target Bonus” means the executive officer’s target annual bonus under the 2004 Moody’s Corporation Covered Employee Cash Incentive Plan or any similar or successor plan as of the date of termination of employment; provided that following a Change in Control, “Base Salary” means the higher of the executive officer’s (i) Target Bonus as in effect immediately prior to the Change in Control and (ii) Target Bonus as in effect as of the date of termination of employment.

 
v3.25.0.1
Document and Entity Information
Feb. 11, 2025
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Feb. 11, 2025
Entity Registrant Name MOODY’S CORPORATION
Entity Incorporation, State or Country Code DE
Entity File Number 1-14037
Entity Tax Identification Number 13-3998945
Entity Address, Address Line One 7 World Trade Center at 250 Greenwich Street
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10007
City Area Code 212
Local Phone Number 553-0300
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001059556
Amendment Flag false
Common Stock, par value $0.01 per share  
Entity Information [Line Items]  
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol MCO
Security Exchange Name NYSE
1.75% Senior Notes Due 2027  
Entity Information [Line Items]  
Title of 12(b) Security 1.75% Senior Notes Due 2027
Trading Symbol MCO 27
Security Exchange Name NYSE
.950% Senior Notes Due Two Thousand and Thirty  
Entity Information [Line Items]  
Title of 12(b) Security 0.950% Senior Notes Due 2030
Trading Symbol MCO 30
Security Exchange Name NYSE
Moodys (NYSE:MCO)
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