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 27, 2011
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) 512-2000
(Registrant’s 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 on April 27, 2011. 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 | ||||||||||||
| Pedro Aspe |
248,383,178 | 1,600,294 | 1,027,338 | 14,685,314 | ||||||||||||
| Sir Winfried Bischoff |
235,602,484 | 14,339,148 | 1,069,177 | 14,685,314 | ||||||||||||
| Douglas N. Daft |
247,876,230 | 2,060,459 | 1,074,120 | 14,685,314 | ||||||||||||
| William D. Green |
248,926,349 | 995,005 | 1,089,455 | 14,685,314 | ||||||||||||
| Linda Koch Lorimer |
240,172,768 | 9,823,364 | 1,014,678 | 14,685,314 | ||||||||||||
| Harold McGraw III |
239,577,592 | 10,398,349 | 1,034,868 | 14,685,314 | ||||||||||||
| Robert P. McGraw |
248,425,945 | 1,610,942 | 973,923 | 14,685,314 | ||||||||||||
| Hilda Ochoa-Brillembourg |
239,930,182 | 10,016,123 | 1,064,504 | 14,685,314 | ||||||||||||
| Sir Michael Rake |
247,733,318 | 2,200,284 | 1,077,207 | 14,685,314 | ||||||||||||
| Edward B. Rust Jr. |
228,423,956 | 21,542,966 | 1,043,887 | 14,685,314 | ||||||||||||
| Kurt L. Schmoke |
241,124,306 | 8,819,605 | 1,066,898 | 14,685,314 | ||||||||||||
| Sidney Taurel |
248,177,158 | 1,759,764 | 1,073,888 | 14,685,314 | ||||||||||||
Proposal 2: Vote to amend the Restated Certificate of Incorporation to permit shareholders to call special meetings:
| For | Against | Abstain | Broker Non-Votes | |||
| 264,515,243 | 691,687 | 489,194 | 0 |
Proposal 3: Vote to approve, on an advisory basis, the executive compensation program for the Company’s named executive officers:
| For | Against | Abstain | Broker Non-Votes | |||
| 237,209,690 | 11,865,188 | 1,935,931 | 14,685,314 |
Proposal 4: Vote, on an advisory basis, on how often the Company will conduct an advisory vote on executive compensation:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||
| 186,245,655 | 728,965 | 63,302,548 | 733,640 | 14,685,314 |
Proposal 5: Vote to ratify the appointment of Ernst & Young LLP as the Company’s independent Registered Public Accounting Firm for 2011:
| For | Against | Abstain | Broker Non-Votes | |||
| 261,229,540 | 4,054,011 | 412,553 | 0 |
Proposal 6: Shareholder proposal requesting shareholder action by written consent:
| For | Against | Abstain | Broker Non-Votes | |||
| 116,371,191 | 133,588,539 | 1,051,079 | 14,685,314 |
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 28, 2011