Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Directors
(b) Charles E. Haldeman, Jr., age 71, a member of the Board of Directors (the
"Board") of S&P Global Inc. (the "Company") since 2012, advised the Company on
September 30, 2020 that he plans to retire from the Board at the end of his
current term and will not to stand for re-election at the Company's 2021 Annual
Meeting of Shareholders.
Mr. Haldeman's decision not to stand for re-election was made in accordance with
the Board's refreshment policies under its Corporate Governance Guidelines,
which provide for retirement from re-election after reaching age 72, and for the
avoidance of doubt did not involve any disagreement with the Company on any
matter relating to the Company's operations, policies or practices.
Election of Directors
(d) On September 30, 2020 the Board, on recommendation of its Nominating and
Corporate Governance Committee, also elected Ian P. Livingston to serve as a
Director of the Company, effective immediately, further to its proactive
succession planning to fill the anticipated vacancy created by Mr. Haldeman's
upcoming retirement. Mr. Livingston was appointed to serve on the Board's Audit
Committee and Compensation and Leadership Development Committee. As a Director,
Mr. Livingston will receive the standard compensation package for the Company's
non-employee Directors, prorated for his first year of service, and will also be
eligible to participate in the Company's Director Deferred Stock Ownership Plan
and Director Deferred Compensation Plan, included as Appendix B to the Company's
Proxy Statement filed with the Securities and Exchange Commission on March 25,
2019 and as an exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2017, respectively. The Company's Director compensation
program and plans are described in the Company's most recent Proxy Statement
filed on March 30, 2020.
Item 8.01. Other Events.
Mr. Haldeman, who has served as the independent Non-Executive Chairman of the
Board since 2015, also plans to retire from his position as Non-Executive
Chairman of the Board, effective October 1, 2020, to help facilitate a smooth
and orderly transition of Board leadership prior to the end of his current term.
Mr. Haldeman will continue to serve as a member of the Board's Finance
Committee, Nominating and Corporate Governance Committee and Executive
Committee, with the new Non-Executive Chairman succeeding him as the Executive
Committee Chair, until the Annual Meeting.
In connection with Mr. Haldeman's decision to retire as Non-Executive Chairman
of the Board, the Board, on recommendation of its Nominating and Corporate
Governance Committee, appointed Richard E. Thornburgh to succeed Mr. Haldeman as
the independent Non-Executive Chairman of the Board, effective as of October 1,
2020. Mr. Thornburgh, age 68, has served as a Director of the Company since 2011
and Chair of the Board's Finance Committee since 2016.
The Board, on recommendation of its Nominating and Corporate Governance
Committee, appointed Marco Alverà to succeed Mr. Thornburgh as Chair of the
Finance Committee, effective October 1, 2020.
A copy of the Company's press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is filed with this report:
(99.1) Press release dated September 30, 2020 .
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