Moody’s (MCO) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on April 14, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• Proxy materials are distributed primarily via the internet, with options for paper or email copies upon request.

• Voting can be done online, by phone, or by mail, and stockholders are encouraged to participate.

Voting matters and shareholder proposals

• Stockholders will vote on electing ten directors for one-year terms, ratifying KPMG LLP as auditor for 2026, and an advisory resolution on executive compensation.

• Majority voting standards apply for director elections and other proposals.

• Shareholder proposals for the 2027 meeting must be submitted by November 4, 2026.

Board of directors and corporate governance

• Nine of ten director nominees are independent; all board committees are fully independent.

• Board composition reflects diverse backgrounds, skills, and tenures, with regular evaluations and succession planning.

• The board reviews its leadership structure and governance principles annually, with flexibility to separate or combine the Chairman and CEO roles.

• Codes of ethics and business conduct, insider trading, anti-hedging, and anti-pledging policies are in place.

• Annual board and committee self-evaluations are conducted, and stockholder engagement is ongoing.