UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 28, 2010
THE MCGRAW-HILL COMPANIES, INC.
(Exact Name of Registrant as Specified in its Charter)
New York | 1-1023 | 13-1026995 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
1221 Avenue of the Americas, New York, New York 10020
(Address of Principal Executive Offices) (Zip Code)
(212) 512-2564
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The McGraw-Hill Companies, Inc. (the Company) held its annual meeting of shareholders (the Annual Meeting) on April 28, 2010. 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 Companys shareholders elected the four persons nominated as Directors of the Company as set forth below:
Nominees |
For | Against | Abstain | Broker Non-Votes | ||||
Pedro Aspe |
240,427,815 | 7,460,713 | 514,308 | 18,050,759 | ||||
Robert P. McGraw |
238,547,484 | 7,854,752 | 2,000,600 | 18,050,759 | ||||
Hilda Ochoa-Brillembourg |
235,612,442 | 10,820,313 | 1,970,081 | 18,050,759 | ||||
Edward B. Rust Jr. |
222,776,682 | 25,188,461 | 437,693 | 18,050,759 |
Proposals 2a and 2b: The Companys shareholders approved amendments to the Companys Restated Certificate of Incorporation as set forth below to:
Proposal 2a. Declassify the Board of Directors
For |
Against |
Abstain |
Broker Non-Votes | |||
264,445,660 |
1,290,977 | 716,957 | 0 | |||
Proposal 2b. Eliminate related supermajority voting provisions | ||||||
For |
Against |
Abstain |
Broker Non-Votes | |||
264,317,747 |
1,475,439 | 660,408 | 0 | |||
Proposals 3a through 3d: The Companys shareholders approved amendments to the Companys Restated Certificate of Incorporation to eliminate supermajority voting for the following actions as set forth below:
Proposal 3a. Merger or Consolidation | ||||||
For |
Against |
Abstain |
Broker Non-Votes | |||
264,238,958 |
1,628,101 | 586,535 | 0 |
Proposal 3b. Sale, lease, exchange or other disposition of all or substantially all of the Companys assets outside the ordinary course of business | ||||||
For |
Against |
Abstain |
Broker Non-Votes | |||
264,284,131 |
1,579,616 | 589,847 | 0 | |||
Proposal 3c. Plan for the exchange of shares | ||||||
For |
Against |
Abstain |
Broker Non-Votes | |||
264,202,910 |
1,617,908 |
632,776 |
0 | |||
Proposal 3d. Authorization of dissolution | ||||||
For |
Against |
Abstain |
Broker Non-Votes | |||
264,121,628 |
1,713,567 | 618,399 | 0 |
Proposal 4. The Companys shareholders approved amendments to the Companys Restated Certificate of Incorporation to eliminate the Fair Price provision as set forth below:
For |
Against |
Abstain |
Broker Non-Votes | |||
254,243,304 |
11,417,829 | 792,462 | 0 | |||
Proposal 5. The Companys shareholders approved the Companys Amended and Restated 2002 Stock Incentive Plan as set forth below: | ||||||
For |
Against |
Abstain |
Broker Non-Votes | |||
179,004,094 |
68,301,606 | 1,097,135 | 18,050,759 |
Proposal 6. The Companys shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company and its subsidiaries for 2010 as set forth below:
For |
Against |
Abstain |
Broker Non-Votes | |||
259,756,937 |
6,055,013 | 641,644 | 0 |
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Proposal 7. The Companys shareholders did not approve a shareholder proposal requesting special shareholder meetings as set forth below:
For |
Against |
Abstain |
Broker Non-Vote | |||
111,294,666 |
136,222,511 | 885,658 |
18,050,759 | |||
Proposal 8. The Companys shareholders did not approve a shareholder proposal requesting shareholder action by written consent as set forth below:
| ||||||
For |
Against |
Abstain |
Broker Non-Vote | |||
119,094,320 |
128,179,843 | 1,128,673 |
18,050,759 |
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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.
THE McGRAW-HILL COMPANIES, INC.
/s/ Kenneth Vittor | ||||
By: |
Kenneth Vittor | |||
Executive Vice President and General Counsel |
Dated: April 30, 2010
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