Moodys Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect the ten director nominees named in the Proxy Statement to serve one-year terms ending in 2027.

2. 2

   Ratification of Appointment of Independent Registered Public Accountants

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of KPMG LLP as Moody’s independent registered public accounting firm for 2026.

3. 3

   Advisory Resolution Approving Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   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.

   More detail

   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.

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When is the Moodys Corp 2026 annual meeting?

Moodys Corp (MCO) holds its 2026 annual shareholder meeting on Tuesday, April 14, 2026.

What is the record date for the Moodys Corp 2026 meeting?

The record date for the Moodys Corp 2026 meeting is Wednesday, February 18, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Moodys Corp's 2026 meeting?

The board is presenting 10 director nominees at the Moodys Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Moodys Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Moodys Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.