Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 11, 2021, IHS Markit Ltd. (the "Company" or "IHS Markit") held a
Special General Meeting of Shareholders (the "Special Meeting") virtually via
the Internet.
At that meeting, IHS Markit shareholders considered and acted upon two proposals
pursuant to the Notice of Special General Meeting of Shareholders and as
described in more detail in the Company's definitive proxy statement for the
Special Meeting dated January 22, 2021 (the "Proxy Statement").
Of the 421,811,392 IHS Markit common shares issued and outstanding as of
January 19, 2021, the record date, 357,977,014 IHS Markit common shares
(including 25,219,470 IHS Markit common shares held by Markit Group Holdings
Limited Employee Benefit Trust (the "EBT")) were represented at the Special
Meeting either virtually via the internet or by proxy, thereby constituting
quorum. As disclosed in the Proxy Statement, the EBT voted the IHS Markit common
shares held by the EBT on each proposal at the Special Meeting in accordance
with the percentages voted by other holders of IHS Markit common shares on such
proposal.
Proposal 1: Approval and Adoption of the Merger Agreement, the Statutory Merger
Agreement and the Transactions Contemplated Thereby
By the final vote described below, IHS Markit shareholders approved and adopted
the Agreement and Plan of Merger, dated as of November 29, 2020, as amended by
Amendment No. 1, dated as of January 20, 2021, and as it may be further amended
from time to time, by and among S&P Global Inc., a New York corporation,
Sapphire Subsidiary, Ltd., a Bermuda exempted company limited by shares, and the
Company, the statutory merger agreement among the same and the transactions
contemplated thereby.
For Against Abstain Broker Non-Votes
353,690,057 3,759,524 527,433 N/A
Proposal 2: IHS Markit Merger-Related Compensation
By the final vote described below, the shareholders did not approve on an
advisory (non-binding) basis certain compensation arrangements that may be paid
or become payable to the Company's named executive officers in connection with
the merger.
For Against Abstain Broker Non-Votes
101,222,323 255,713,588 1,041,103 N/A
Item 8.01 Other Events.
On March 11, 2021, the Company issued a press release announcing the voting
results of the Special Meeting, which press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description of Exhibit
99.1 Press Release, dated March 11, 2021
104 The cover page from this Current Report on Form 8-K, formatted as
Inline XBRL.
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