S&P Global Inc. Announces 2024 Annual Meeting of Shareholders

Ticker: SPGI · Form: DEF 14A · Filed: Mar 19, 2024 · CIK: 64040

S&P Global Inc. DEF 14A Filing Summary
FieldDetail
CompanyS&P Global Inc. (SPGI)
Form TypeDEF 14A
Filed DateMar 19, 2024
Risk Levellow
Pages15
Reading Time17 min
Key Dollar Amounts$1,000,000, $160,000, $225,000
Sentimentneutral

Sentiment: neutral

Topics: S&P Global, Annual Meeting, Proxy Statement, Shareholder Vote, Virtual Meeting

TL;DR

<b>S&P Global Inc. will hold its 2024 Annual Meeting of Shareholders virtually on May 1, 2024, encouraging all shareholders to vote.</b>

AI Summary

S&P Global Inc. (SPGI) filed a Proxy Statement (DEF 14A) with the SEC on March 19, 2024. The Annual Meeting of Shareholders for S&P Global Inc. will be held virtually on May 1, 2024, at 8:30 a.m. EDT. Shareholders can attend and vote online via live webcast at https://meetnow.global/MM7UHQT. The company urges shareholders to vote their shares, with options for Internet, telephone, or proxy card voting. The filing is a Definitive Proxy Statement (DEF 14A) filed on March 19, 2024. S&P Global Inc. was formerly known as McGraw Hill Financial Inc. and McGraw-Hill Companies Inc.

Why It Matters

For investors and stakeholders tracking S&P Global Inc., this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding the upcoming annual meeting, including the agenda and voting procedures, enabling informed participation. The virtual format of the meeting aims to increase accessibility for shareholders globally, allowing them to attend and vote electronically regardless of their physical location.

Risk Assessment

Risk Level: low — S&P Global Inc. shows low risk based on this filing. The filing is a routine proxy statement for an annual shareholder meeting, with no immediate financial or operational risks indicated.

Analyst Insight

Review the proxy materials to understand the proposals being voted on and ensure your shares are represented at the annual meeting.

Key Numbers

  • May 1, 2024 — Annual Meeting Date (Date of the Annual Meeting of Shareholders.)
  • 8:30 a.m. EDT — Annual Meeting Time (Time the Annual Meeting of Shareholders will commence.)
  • 2024-03-19 — Filing Date (Date the Definitive Proxy Statement was filed.)
  • 105 — Public Document Count (Number of documents included in the filing.)

Key Players & Entities

  • S&P Global Inc. (company) — Registrant and filer of the proxy statement.
  • Richard E. Thornburgh (person) — Chairman of the Board of S&P Global Inc.
  • Douglas L. Peterson (person) — President and Chief Executive Officer of S&P Global Inc.
  • May 1, 2024 (date) — Date of the Annual Meeting of Shareholders.
  • 20240319 (date) — Filing date of the proxy statement.
  • 55 Water Street (location) — Business and mailing address of S&P Global Inc.
  • New York, NY (location) — City and State of S&P Global Inc.'s headquarters.
  • McGraw Hill Financial Inc (company) — Former name of S&P Global Inc.

FAQ

When did S&P Global Inc. file this DEF 14A?

S&P Global Inc. filed this Proxy Statement (DEF 14A) with the SEC on March 19, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by S&P Global Inc. (SPGI).

Where can I read the original DEF 14A filing from S&P Global Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by S&P Global Inc..

What are the key takeaways from S&P Global Inc.'s DEF 14A?

S&P Global Inc. filed this DEF 14A on March 19, 2024. Key takeaways: The Annual Meeting of Shareholders for S&P Global Inc. will be held virtually on May 1, 2024, at 8:30 a.m. EDT.. Shareholders can attend and vote online via live webcast at https://meetnow.global/MM7UHQT.. The company urges shareholders to vote their shares, with options for Internet, telephone, or proxy card voting..

Is S&P Global Inc. a risky investment based on this filing?

Based on this DEF 14A, S&P Global Inc. presents a relatively low-risk profile. The filing is a routine proxy statement for an annual shareholder meeting, with no immediate financial or operational risks indicated.

What should investors do after reading S&P Global Inc.'s DEF 14A?

Review the proxy materials to understand the proposals being voted on and ensure your shares are represented at the annual meeting. The overall sentiment from this filing is neutral.

How does S&P Global Inc. compare to its industry peers?

S&P Global Inc. operates in the financial information and analytics sector, providing credit ratings, benchmarks, and data to various industries.

Are there regulatory concerns for S&P Global Inc.?

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

Industry Context

S&P Global Inc. operates in the financial information and analytics sector, providing credit ratings, benchmarks, and data to various industries.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

What Investors Should Do

  1. Review the proxy statement for details on proposals and director nominees.
  2. Vote your shares electronically or by proxy before the May 1, 2024 meeting.
  3. Log in to the virtual meeting portal at https://meetnow.global/MM7UHQT on May 1, 2024, to attend.

Key Dates

  • 2024-05-01: Annual Meeting of Shareholders — Shareholders will gather virtually to vote on company matters.
  • 2024-03-19: Filing Date — Definitive Proxy Statement filed with the SEC.

Year-Over-Year Comparison

This is the initial filing for the 2024 Annual Meeting of Shareholders; prior filings would pertain to previous years' meetings.

Filing Stats: 4,353 words · 17 min read · ~15 pages · Grade level 17.2 · Accepted 2024-03-19 08:00:40

Key Financial Figures

  • $1,000,000 — e combined total annual compensation of $1,000,000 for both cash and equity-based compensa
  • $160,000 — ard for our non-employee directors from $160,000 to $225,000. We believe these changes
  • $225,000 — non-employee directors from $160,000 to $225,000. We believe these changes to total di

Filing Documents

Election of Directors

Item 1. Election of Directors 6 Board of Directors and Corporate Governance 7 Enhanced Corporate Governance Environment 7 Corporate Governance Materials 8 Director Independence 8 Leadership Structure of the Board of Directors 9 Board and Committee Self-Evaluations 10 Shareholder Engagement 11 Role of Board of Directors in Risk Oversight 14 Talent Management and Succession Planning 18 Corporate Responsibility and Diversity, Equity and Inclusion 19 Process for Identifying and Evaluating Directors and Nominees 27 Director Skills, Qualifications and Experience 29 Director Nominees 31 Committees of the Board of Directors 43 Nominating and Corporate Governance Committee 43 Audit Committee 44 Compensation and Leadership Development Committee 44 Executive Committee 46 Finance Committee 46 Membership and Meetings of the Board and Its Committees 47 Annual Meeting Attendance 47 Executive Sessions 47 Compensation Committee Interlocks and Insider Participation 47 Director and Officer Indemnification and Insurance 47 Transactions with Related Persons 48

Proposal to

Item 2. Proposal to Approve, on an Advisory Basis, the Executive Compensation Program for the Company's Named Executive Officers 49

Executive Compensation Matters

Executive Compensation Matters 50 Compensation Discussion and Analysis 50 Compensation Committee Report 87

Executive Compensation Tables

Executive Compensation Tables 88 2023 Summary Compensation Table 88 2023 Grants of Plan-Based Awards Table 91 Outstanding Equity Awards at 2023 Fiscal Year-End Table 93 Option Exercises and Stock Vested in 2023 Table 95 2023 Pension Benefits Table 96 2023 Non-Qualified Deferred Compensation Table 98 Potential Payments upon Termination or Change-in-Control 100 CEO Pay Ratio 106 Pay versus Performance 108 Director Compensation 112 2023 Director Compensation Table 112 Director Compensation and Governance 113

Proposal to Approve the Company's Director Deferred Stock Ownership Plan, as Amended and Restated

Item 3. Proposal to Approve the Company's Director Deferred Stock Ownership Plan, as Amended and Restated 116 121 Company Stock Ownership of Management 121 Company Stock Ownership of Certain Beneficial Owners 122 Delinquent Section 16(a) Reports 122

Proposal to

Item 4. Proposal to Ratify the Appointment of the Company's Independent Auditor 123 Audit Committee Matters 124 Annual Evaluation of the Independent Auditor 124 Appointment of the Independent Auditor 125 Fees to the Independent Auditor 126 Pre-Approval Policies and Procedures 126 Audit Committee Report 126

Other Matters

Item 5. Other Matters 128 2024 Annual Meeting Information 129 Appendix A 137 Appendix B 142 Index of Frequently Requested Information Enhanced Corporate Governance Environment 7 Role of Board of Directors in Risk Oversight 14 Corporate Responsibility and Diversity, Equity and Inclusion 19 Director Skills, Qualifications and Experience 29 Compensation Discussion and Analysis 50 Setting Compensation 62 Stock Ownership Guidelines 85 Pay Recovery (Clawback) Policies 86 2023 Summary Compensation Table 88 CEO Pay Ratio 106 Pay versus Performance 108 Director Compensation 112 2024 Proxy Statement i TABLE OF CONTENTS PROXY SUMMARY PROXY SUMMARY This summary provides an overview of selected information in this year's Proxy Statement and a roadmap of the proposals to be voted on at our 2024 Annual Meeting. This summary does not contain all of the information that you should consider, and we encourage you to read the entire Proxy Statement before voting. Our Company Strategy: Powering Global Markets At S&P Global Inc. (the "Company," "we" or "us" or "our"), we have the unique ability to link data and to deliver completely new ways to offer insights into markets. Our strong results in 2023 serve as a testament to S&P Global's unique position at the center of the global markets and strong execution of our Company strategy to Power Global Markets. In 2023, we achieved meaningful progress delivering against the five strategic pillars of our multi-year enterprise and divisional strategy. Customer at the Core Grow & Innovate Data & Technology Enhance the value delivered to more than 100,000 customers globally by developing integrated, cross-divisional offerings where applicable, and deepening its embedded role in the workflows of existing and new customers. Boost investments and generate revenue synergies from six key areas of transformative growth over the next decade, including private markets,

Election of Directors

Item 1. Election of Directors The Company's business and affairs are overseen by our Board pursuant to the New York Business Corporation Law and our Amended and Restated Certificate of Incorporation and By-Laws. We currently have 13 Directors, all of whom, with the exception of Deborah McWhinney, are being nominated at this Annual Meeting for one-year terms, which will expire at the Annual Meeting in 2025 (See Item 1 on page 6 ). Deborah McWhinney will not stand for re-election at the Annual Meeting. Current Board and Committee Membership Name Position Age Director Since Audit Committee Compensation Committee Finance Committee Nominating Committee Executive Committee Marco Alver Director 48 2017 * Jacques Esculier Director 64 2022 Gay Huey Evans Director 69 2022 William D. Green Director 70 2011 * Stephanie C. Hill Director 59 2017 Rebecca Jacoby Director 62 2014 Robert P. Kelly Director 70 2022 * Ian P. Livingston Director 59 2020 Deborah D. McWhinney Director 68 2022 Maria R. Morris Director 61 2016 * Douglas L. Peterson President, Chief Executive Officer (CEO) 65 2013 Richard E. Thornburgh Chairman 71 2011 * Gregory Washington Director 58 2021 Member *Committee Chair Chairperson of the Board Our twelve director nominees are comprised of current directors with diverse skills, backgrounds, and experience, which the Board believes contributes to the effective oversight of the Company. The following provides current summary information about each director nominee. For more information about our director nominees, please see the "Director Skills, Qualifications and Experience" section of this Proxy Statement, including our Director Skills Matrix, starting on page 29 . Detailed information about each director nominee's qualifications, experience and expertise can be found in their biographies starting on page 31. Nominee Profile & Demographics

Advisory Vote on Executive Compensation

Item 2. Advisory Vote on Executive Compensation The Company's executive compensation program is intended to attract, motivate and reward the executive talent required to achieve our corporate objectives and increase shareholder value. We believe that our executive compensation program is both competitive and strongly focused on pay-for-performance principles, and provides an appropriate balance between risk and rewards. Our executive compensation program: aligns compensation with shareholder value on an annual and long-term basis through a combination of base pay, annual cash incentives and long-term stock-based incentives; includes a mix of compensation elements that emphasizes performance results , with approximately 93% of the 2023 targeted compensation for Douglas L. Peterson, the Company's Chief Executive Officer, and approximately 85% of the 2023 targeted compensation for the other named executive officers being performance-based; delivers annual incentive payouts based on the achievement of approved quantitative performance goals , which were based on non-GAAP ICP Adjusted EBITA Margin and non-GAAP ICP Adjusted Revenue enterprise-level Company goals and, as appropriate, for our division leaders, division-level goals for 2023; aligns the interests of executives with those of shareholders through long-term stock-based incentives comprised of Performance Share Units that are based on the achievement of non-GAAP ICP Adjusted EPS targets. For 2023, the Performance Share Unit award vests at the end of a three-year award cycle, with payment ranging up to a maximum of 200% of the shares based on the achievement of compound annual diluted adjusted EPS growth goals; and has features designed to mitigate risks and further align executive compensation with shareholder interests , including stock ownership requirements, multiple pay recovery (clawback) policies, an anti-hedging and pledging policy and limited perquisites. 4 2024 Proxy Statement TABLE OF

Proposal to Approve Amendments to the

Item 3. Proposal to Approve Amendments to the Director Deferred Stock Ownership Plan The Board is seeking shareholder approval to amend and restate the S&P Global Inc. Director Deferred Stock Ownership Plan (the "Director Plan") to modify certain terms of the Director Plan to better align with Company policies and objectives. If approved by our shareholders, the Director Plan will be amended primarily to replace the annual deferred share award limit of $ 185,000 with a maximum cap on the combined total annual compensation of $1,000,000 for both cash and equity-based compensation . F or clarity, the $1,000,000 cap does not represent the amount that we expect to pay our non-employee directors, but rather is intended to provide us with flexibility to provide modest increases to non-employee director compensation from time to time in order to bring us closer to market median pay levels. Based on the findings of Pay Governance LLC in the first competitive pay analysis of our non-employee director compensation program since our merger with IHS Markit, the Company's total director compensation in 2023 was well below the 25th percentile of our Proxy Peer Group. The last competitive pay analysis of our non-employee director compensation was conducted in 2018, almost six years ago, and no changes have been made to our director compensation program since 2019. If the Director Plan amendment is adopted, we intend to increase the value of the annual deferred share award for our non-employee directors from $160,000 to $225,000. We believe these changes to total director compensation preserve our program's emphasis on deferred equity compensation, which aligns the interests of our Directors with the financial performance of the Company and promotes long-term shareholder value.

Proposal to Ratify Appointment of Independent Auditor

Item 4. Proposal to Ratify Appointment of Independent Auditor The Audit Committee has appointed Ernst & Young LLP to serve as the independent Auditor of the Company and its subsidiaries for 2024. Although not required to do so, the Board is submitting the appointment of this firm for ratification by the Company's shareholders for their views. Ernst & Young LLP has advised the Company that it has no direct, nor any material indirect, financial interest in the Company or any of its subsidiaries. Although ratification is not required by our By-Laws or otherwise, the Board is submitting the appointment of Ernst & Young LLP to our shareholders for ratification as a matter of good corporate practice.

Other Matters

Item 5. Other Matters The Board knows of no other matters which may properly be brought before the Annual Meeting. However, if other matters should properly come before the Annual Meeting, it is the intention of those named in the solicited proxy to vote such proxy in accordance with their best judgment. 2024 Proxy Statement 5 TABLE OF CONTENTS

Election of Directors

Item 1. Election of Directors The persons listed below, each of whom is currently a Director of the Company, have been nominated by the Board, on the recommendation of the Nominating Committee, for election to a one-year term of office that will expire at the next Annual Meeting or until their successors are elected and qualified or until their earlier resignation or removal. Each nominee listed below has agreed to serve his or her respective term. If any Director is unable to stand for election, the individuals named as the proxies have the right to designate a substitute. If that happens, shares represented by proxies may be voted for a substitute Director. Your Board recommends that you vote FOR each of the following nominees: Marco Alver Jacques Esculier Gay Huey Evans William D. Green Stephanie C. Hill Rebecca Jacoby Robert P. Kelly Ian P. Livingston Maria R. Morris Douglas L. Peterson Richard E. Thornburgh Gregory Washington Your Board of Directors recommends that you vote FOR the election of each of the Director nominees. Unless you specify otherwise, the Board intends the accompanying proxy to be voted for these nominees. Biographical information about these nominees can be found on pages 31 through 42 of this Proxy Statement. 6 2024 Proxy Statement TABLE OF CONTENTS BOARD OF DIRECTORS AND CORPORATE GOVERNANCE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE Enhanced Corporate Governance Environment The Board of Directors regularly assesses and refines our corporate governance policies and procedures to take into account evolving best practices and the interests of our shareholders as well as other stakeholders. The Company's current corporate governance structure reflects an ongoing commitment to strong and effective governance practices that ensure Board responsiveness and accountability to shareholders. Board Structure & Independence Independent Board Chairman Independent Committee Chairs All director nominee

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