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MHFI > SEC Filings for MHFI > Form 8-K on 5-May-2014All Recent SEC Filings

Show all filings for MCGRAW HILL FINANCIAL INC

Form 8-K for MCGRAW HILL FINANCIAL INC


5-May-2014

Change in Directors or Principal Officers, Submission of Matters to a V


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 30, 2014, the Board of Directors of McGraw Hill Financial, Inc. (the "Company") re-elected Harold McGraw III to serve as Non-Executive Chairman of the Board. In consideration for Mr. McGraw's services as Non-Executive Chairman of the Board, the Board's Nominating and Corporate Governance Committee recommended to the Board, and the Board approved, a Non-Executive Chairman retainer at the rate of $400,000 per annum. Mr. McGraw will not be entitled to any other annual retainers, meeting fees or stock-based compensation normally received by outside members of the Board. The Company will provide Mr. McGraw with reasonable office accommodations and support staff consistent with his responsibilities as Non-Executive Chairman of the Board. In addition, Mr. McGraw will be entitled to a car and driver in the New York metropolitan area, security while travelling on Company business in high risk areas, and reimbursement for first class airfare and lodging expenses while travelling on Company business, including attending meetings and functions of third party trade associations and organizations.



Item 5.07 Submission of Matters to a Vote of Security Holders.

McGraw Hill Financial, Inc. (the "Company") held its Annual Meeting of Shareholders on April 30, 2014. The following is a summary of the voting results for each matter presented to shareholders at the Annual Meeting.

Proposal 1: Election of Directors

The Company's shareholders elected the persons nominated as Directors of the Company as set forth below:

Nominees                        For            Against        Abstain       Broker Non-Votes
Sir Winfried Bischoff        220,352,117       3,597,652       450,734             20,862,341
William D. Green             223,462,774         460,338       477,391             20,862,341
Charles E. Haldeman, Jr.     222,708,121       1,212,695       479,687             20,862,341
Harold McGraw III            221,992,183       2,103,703       304,617             20,862,341
Robert P. McGraw             222,023,030       2,066,397       311,076             20,862,341
Hilda Ochoa-Brillembourg     222,526,230       1,432,934       441,339             20,862,341
Douglas L. Peterson          222,324,766       1,636,188       439,549             20,862,341
Sir Michael Rake             222,726,902       1,174,081       499,520             20,862,341
Edward B. Rust, Jr.          220,012,821       3,923,622       464,060             20,862,341
Kurt L. Schmoke              222,001,080       1,917,880       481,543             20,862,341
Sidney Taurel                221,335,724       2,582,823       481,956             20,862,341
Richard E. Thornburgh        221,428,576       2,496,669       475,258             20,862,341


Proposal 2: Proposal to approve, on an advisory basis, the executive compensation program for the Company's named executive officers:

For Against Abstain Broker Non-Votes 197,133,741 26,042,274 1,224,488 20,862,341

Proposal 3: Proposal to ratify the appointment of Ernst & Young LLP as the Company's independent Registered Public Accounting Firm for 2014:

For Against Abstain Broker Non-Votes 240,586,740 4,257,705 418,399 -0-

Proposal 4: Shareholder proposal requesting shareholder action by written consent:

                For             Against         Abstain       Broker Non-Votes
              79,995,719       143,414,330       990,454             20,862,341


--------------------------------------------------------------------------------
                                   Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Form 8-K Report to be signed on its behalf by the undersigned hereunto duly authorized.

McGRAW HILL FINANCIAL, INC.

By: /s/ Kenneth Vittor
Kenneth M. Vittor
Executive Vice President and General Counsel

Dated: May 5, 2014

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