IHS MARKIT LTD. (NASDAQ:INFO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e) The Board of Directors (the Board) of IHS Markit Ltd. (the
Company or we or us or our) previously approved, subject to
approval by the Companys shareholders, the 2017 Employee Stock
Purchase Plan (the 2017 ESPP). At the Companys Annual General
Meeting of Shareholders on April 5, 2017, the Companys
shareholders approved the 2017 ESPP.
Company or we or us or our) previously approved, subject to
approval by the Companys shareholders, the 2017 Employee Stock
Purchase Plan (the 2017 ESPP). At the Companys Annual General
Meeting of Shareholders on April 5, 2017, the Companys
shareholders approved the 2017 ESPP.
The 2017 ESPP is a broad-based plan that provides employees of
the Company and its designated affiliates with the opportunity to
become shareholders through periodic payroll deductions that are
applied towards the purchase of Company common shares at a
discount from the then-current market price. Subject to
adjustment in the case of certain capitalization events, a total
of 15.0 million common shares of the Company are available for
purchase under the 2017 ESPP.
the Company and its designated affiliates with the opportunity to
become shareholders through periodic payroll deductions that are
applied towards the purchase of Company common shares at a
discount from the then-current market price. Subject to
adjustment in the case of certain capitalization events, a total
of 15.0 million common shares of the Company are available for
purchase under the 2017 ESPP.
The material terms of the 2017 ESPP were described in the
Companys proxy statement dated February 21, 2017 for the Annual
Meeting, which was attached as Exhibit 99.1 of the Current Report
on Form 8-K furnished to the Securities and Exchange Commission
on February 21, 2017 (the Proxy Statement), and the description
of the 2017 ESPP included in the Proxy Statement is incorporated
herein by reference as Exhibit 99.1. No other information set
forth in such Current Report on Form 8-K or the exhibits thereto
shall be incorporated by reference into this Current Report on
Form 8-K. The description of the 2017 ESPP is qualified in its
entirety by reference to the full text of the 2017 ESPP, a copy
of which is filed as Exhibit 10.1.
Companys proxy statement dated February 21, 2017 for the Annual
Meeting, which was attached as Exhibit 99.1 of the Current Report
on Form 8-K furnished to the Securities and Exchange Commission
on February 21, 2017 (the Proxy Statement), and the description
of the 2017 ESPP included in the Proxy Statement is incorporated
herein by reference as Exhibit 99.1. No other information set
forth in such Current Report on Form 8-K or the exhibits thereto
shall be incorporated by reference into this Current Report on
Form 8-K. The description of the 2017 ESPP is qualified in its
entirety by reference to the full text of the 2017 ESPP, a copy
of which is filed as Exhibit 10.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 5, 2017, the Company held its 2017 Annual General
Meeting of Shareholders at the Companys corporate headquarters in
London, United Kingdom. At that meeting, the shareholders
considered and acted upon five proposals to the Notice of Annual
General Meeting of Shareholders and as described in more detail
in the Proxy Statement. Of 434,965,635 common shares (including
25,219,470 common shares held by Markit Group Holdings Limited
Employee Benefit Trust) eligible to vote as of February 8, 2017
(the Record Date), the holders of record of 400,654,331 common
shares were represented at the meeting either in person or by
proxy.
Meeting of Shareholders at the Companys corporate headquarters in
London, United Kingdom. At that meeting, the shareholders
considered and acted upon five proposals to the Notice of Annual
General Meeting of Shareholders and as described in more detail
in the Proxy Statement. Of 434,965,635 common shares (including
25,219,470 common shares held by Markit Group Holdings Limited
Employee Benefit Trust) eligible to vote as of February 8, 2017
(the Record Date), the holders of record of 400,654,331 common
shares were represented at the meeting either in person or by
proxy.
Proposal 1: Election of Directors
By the vote described below, the shareholders elected the
following individuals as Class III directors to serve until the
2020 Annual General Meeting of Shareholders or until their
respective officers shall otherwise be vacated to the Companys
bye-laws.
following individuals as Class III directors to serve until the
2020 Annual General Meeting of Shareholders or until their
respective officers shall otherwise be vacated to the Companys
bye-laws.
|
Director
|
For
|
Withheld
|
Broker Non-Votes
|
|||
|
Ruann F. Ernst
|
389,419,232
|
891,805
|
10,343,294
|
|||
|
William E. Ford
|
389,623,164
|
687,873
|
10,343,294
|
|||
|
Balakrishnan S. Iyer
|
386,360,417
|
3,950,620
|
10,343,294
|
Proposal 2: Approval of the Appointment of Independent Registered
Public Accountants
Public Accountants
By the vote described below, the shareholders approved the
appointment of Ernst Young LLP as the Companys independent
registered public accountants until the close of the next Annual
General Meeting of Shareholders and authorized the Companys Board
of Directors, acting by the Audit Committee, to determine the
remuneration of the independent registered public accountants.
appointment of Ernst Young LLP as the Companys independent
registered public accountants until the close of the next Annual
General Meeting of Shareholders and authorized the Companys Board
of Directors, acting by the Audit Committee, to determine the
remuneration of the independent registered public accountants.
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||
|
400,457,872
|
175,429
|
21,030
|
N/A
|
Proposal 3: Approval of the 2017 Employee Stock Purchase Plan
By the vote described below, the shareholders approved the 2017
Employee Stock Purchase Plan.
Employee Stock Purchase Plan.
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||
|
390,176,053
|
112,359
|
22,625
|
10,343,294
|
Proposal 4: Advisory Vote on the Compensation of Our Named
Executive Officers
Executive Officers
By the vote described below, the shareholders approved on an
advisory, non-binding basis, the compensation of the Companys
named executive officers as disclosed in the Proxy Statement.
advisory, non-binding basis, the compensation of the Companys
named executive officers as disclosed in the Proxy Statement.
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||
|
335,262,257
|
54,993,408
|
55,372
|
10,343,294
|
Proposal 5: Advisory Vote on the Frequency of Executive
Compensation Advisory Vote
Compensation Advisory Vote
By the vote described below, the shareholders approved on an
advisory, non-binding basis, that an advisory vote on the
compensation of the Companys named executive officers should take
place every year.
advisory, non-binding basis, that an advisory vote on the
compensation of the Companys named executive officers should take
place every year.
|
1 Year
|
2 Years
|
3 Years
|
Abstain
|
Broker Non-Votes
|
||||
|
341,920,924
|
49,486
|
46,450,583
|
1,890,044
|
10,343,294
|
Based on the results of the vote, our Board of Directors has
determined to hold an advisory vote on the compensation of the
Companys named executive officers every year until the next
required advisory vote on the frequency of future advisory votes
on the compensation of the Companys named executive officers.
determined to hold an advisory vote on the compensation of the
Companys named executive officers every year until the next
required advisory vote on the frequency of future advisory votes
on the compensation of the Companys named executive officers.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 2017 Employee Stock Purchase Plan
|
99.1
|
The section entitled Proposal 3: Approval of the 2017
Employee Stock Purchase Plan of the Companys proxy statement dated February 21, 2017, attached as Exhibit 99.1 of Form 8-K furnished to the Securities and Exchange Commission on February 21, 2017, is incorporated herein by reference |
About IHS MARKIT LTD. (NASDAQ:INFO)
IHS Markit Ltd, formerly Markit Ltd., provides critical information, analytics and solutions for the industries and markets that drive economies worldwide. The Company delivers next-generation information, analytics and solutions to customers in business, finance and government, improving their operational efficiency and providing deep insights. The Company has approximately 50,000 business and government customers, including 80 percent of the Fortune Global 500 and financial institutions. IHS MARKIT LTD. (NASDAQ:INFO) Recent Trading Information
IHS MARKIT LTD. (NASDAQ:INFO) closed its last trading session up +0.23 at 42.44 with 1,456,810 shares trading hands.
