Independent
Tenure on this board
15.1 yrs
10 nominees · 3 ballot items.
Elect ten directors to one-year terms; ratify KPMG LLP as the Company’s independent registered public accounting firm for 2026; and vote on a non-binding advisory resolution approving the Company’s 2025 executive compensation.
Elect the ten director nominees named in the Proxy Statement to serve one-year terms ending in 2027.
Ratify the Audit Committee’s appointment of KPMG LLP as Moody’s independent registered public accounting firm for 2026.
Advisory (non-binding) vote to approve the 2025 compensation of the Company’s Named Executive Officers as disclosed in the CD&A, Summary Compensation Table and related disclosures.
This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s disclosure and decisions regarding 2025 compensation for its Named Executive Officers (NEOs). Management seeks this vote as an annual say-on-pay to validate its compensation framework, which emphasizes a high percentage of at-risk pay (large equity mix and performance-based awards) to align executives’ interests with long-term shareholder value. The Company’s compensation program uses a mix of performance shares (weighted to metrics such as adjusted EPS, ratings performance and MA cumulative revenue), RSUs and stock options, with substantial weight on three-year performance share cycles and annual cash incentives tied to operating income and ARR metrics. The Board and Compensation & Human Resources Committee point to governance safeguards — robust stock ownership and retention policies, a comprehensive clawback policy, independent compensation consultants, and no employment agreements or single-trigger change-in-control payments — as reasons stockholders should support the proposal. The filing notes strong historical support for pay outcomes (approximately 87% approval in 2025) and reports that annual and long-term awards are calibrated against a peer group and reviewed for risk. Management frames the requested advisory approval as non-binding but important feedback that will inform future program design and payouts. Key contextual items include the 2025 financial results (9% revenue growth, adjusted EPS growth, and above-target performance-share payouts) that drove 2025 payouts, and the Committee’s discretion in finalizing individual awards. Given the prominence of performance metrics and the Company’s disclosed response to prior say-on-pay feedback, the Board recommends a FOR vote while emphasizing ongoing engagement and review of compensation practices to maintain pay-for-performance alignment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | TCI Fund Management LtdActivist | 8.2% | 14,334,027 | $6.3B |
| 2 | BERKSHIRE HATHAWAY INC | 7.2% | 12,623,750 | $5.5B |
| 3 | BERKSHIRE HATHAWAY INC | 6.9% | 11,973,928 | $5.2B |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 5.7% | 9,885,316 | $4.3B |
| 5 | STATE STREET CORP | 4.1% | 7,138,837 | $3.1B |
| 6 | BlackRock, Inc. | 2.8% | 4,867,765 | $2.1B |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.2% | 3,882,472 | $1.7B |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 3,602,269 | $1.6B |
| 9 | FMR LLC | 1.9% | 3,248,980 | $1.4B |
| 10 | BlackRock, Inc. | 1.8% | 3,190,643 | $1.4B |
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