S&P Global Inc. (SPGI) Earnings Call Transcript & Summary

Good morning, and welcome to S&P Global's Special Meeting of Shareholders. I would like to inform you that this meeting is being webcast. [Operator Instructions] The meeting is being recorded and will be available for replay about 2 hours after the end of this meeting from S&P Global's website. To access the virtual meeting, including the webcast and slides, go to www.spglobal.com/proxy/specialmeeting and click on the link for the virtual meeting. Please follow the instructions to join as a shareholder or as a guest. I would now like to introduce Tasha Matharu, Chief Corporate Counsel and Corporate Secretary of S&P Global. Ms. Matharu, you may begin.

Good morning, my name is Tasha Matharu, and I'm the Corporate Secretary of S&P Global. It is my pleasure to welcome you to our Special Meeting of Shareholders. Before passing the meeting over to our Chairman, Dick Thornburgh, I'm going to briefly address some of the virtual meeting logistics and provide some introductory remarks. Due to public health concerns related to the COVID-19 pandemic and to protect the health and safety of our shareholders, employees, directors and community, this special meeting is being held in a virtual-only format over the Internet by live webcast and with no in-person meeting. This decision not to host an in-person meeting is consistent with the latest guidance and directives from public health authorities and federal, state and local governments. The format of today's virtual-only meeting has been designed to ensure that shareholders are afforded the same rights and opportunities to participate as they would have at an in-person meeting, including with respect to asking questions. We very much welcome questions from shareholders. Shareholders, who logged in with a 15-digit control number, will be able to submit written questions through the virtual meeting website. The icon appears as 2 gray chat bubbles noted with a red circle and is located towards the top of your screen. Shareholders may submit questions online at any time during the meeting. However, we encourage you to submit them soon. Shareholder questions will be limited to questions specifically pertaining to the proposal. Substantially similar questions may be summarized in groups together to provide a single response. And we reserve the right to exclude questions that are not relevant to the business of the meeting or that are otherwise inappropriate. In the interest of a productive and orderly meeting, please consult the 2021 Special Meeting Rules of Conduct available under the Files section of the virtual meeting center screen for guidelines and additional information regarding the process for submitting questions online. We appreciate your participation and courtesy in observing these rules of conduct. Before we begin the formal part of today's meeting, let me provide certain cautionary remarks about forward-looking statements that may be made during this special meeting. Except for historical information, the matters discussed during today's meeting may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections, estimates and descriptions of future events. Any such statements are based on current expectations and current economic conditions and are subject to risks and uncertainties that may cause actual results to differ materially from the results anticipated in these forward-looking statements. We direct listeners and the audience to the cautionary statements contained in our periodic reports filed with the United States and Exchange Commission. Please note, this meeting does not constitute an offer to sell or buy or the solicitation of any offer to buy or sell any securities nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933. In connection with the proposed merger between S&P Global and IHS Markit, S&P Global and IHS Markit have filed a registration statement on Form S-4 with the SEC, which include a joint proxy statement and a prospectus. S&P Global and IHS Markit have filed other documents regarding the proposed transaction with the SEC. Before making any voting or investment decisions, investors and security holders of S&P Global or IHS Markit's stock are encouraged to carefully read this entire registration statement and joint proxy statement prospectus, which is available on our website and at www.sec.gov. I would also like to call your attention to a European regulation. Any investor who has or expects to obtain ownership of 5% or more of S&P Global should call Chip Merritt, Senior Vice President, Investor Relations, at +1 (212) 438-4321 or e-mail chip.merritt, spelled M-E-R-R-I-T-T, @spglobal.com to better understand the impact of this legislation on the investor and potentially the company. We will now begin today's special meeting. Please be advised that we have a certified list of the shareholders of record as of the close of business on the record date, January 19, 2021, who are entitled to vote at the Special Shareholders' Meeting. Such list is available for inspection by shareholders by using the link provided under the Files section of the virtual meeting center screen. Copies of the notice of meeting, proxy materials, rules of conduct and affidavit of mailing relating to the special meeting are also available by link under the Files section of the virtual meeting center screen. The affidavit will be filed with the records of the meeting. The Board of Directors has designated a representative of Computershare Trust Company to act as inspector of elections for the special meeting. Elizabeth Waterhouse, a representative of Computershare Trust Company, is available in virtual attendance today. Ms. Waterhouse has been duly sworn in and her oath will also be filed with the records of the special meeting. In addition, shares of common stock representing approximately 79% of outstanding shares of S&P Global and representing more than a majority of the votes entitled to be cast at this special meeting are represented either in person or by proxy. Mr. Chairman, the special meeting has been duly convened, a quorum is present and the business of the special meeting may proceed. Ladies and gentlemen, I'll now pass the business portion of today's meeting over to our Chairman, Mr. Dick Thornburgh.

Thank you, Tasha, and good morning. My name is Dick Thornburgh, Chairman of S&P Global. With a quorum present, I call the meeting to order. Before we begin the formal part of today's meeting, I would like to introduce you to your directors and members of the Operating Committee, all of whom are present on the line and in virtual attendance today. We have an outstanding Board and an experienced management team, whose expertise, global perspective, diversity and leadership are a tremendous source of pride for the corporation. In addition to Doug Peterson, who is a director as well as President and CEO, I would like to introduce our 11 independent directors: Marco Alverà, Chief Executive Officer, Snam; Bill Amelio, co-Chief Executive Officer and Executive Chairman, DoubleCheck; Bill Green, former Chief Executive Officer and Chairman, Accenture; Ed Haldeman, former Chief Executive Officer of Freddie Mac and Putnam Investments; Stephanie Hill, Executive Vice President, Rotary and Mission Systems of Lockheed Martin; Rebecca Jacoby, former Senior Vice President, Operations of Cisco Systems; Monique Leroux, Vice Chairman of Fiera Holdings; Lord Ian Livingston, non-Executive Director and Chairman of Dixons Carphone plc; Maria Morris, former Executive Vice President, Global Employee Benefits of MetLife; Ed Rust, former Chairman and Chief Executive Officer, State Farm Mutual Automobile Insurance Company; Kurt Schmoke, President of the University of Baltimore. We will now proceed to the formal business of our special meeting, the purpose of which is to approve the issuance of S&P Global common stock to shareholders of IHS Markit in connection with the proposed merger with IHS Markit. By my clock, it is now 10:09 Eastern Time on March 11, 2021, and the polls for voting on the share issuance proposal are open. All shareholders, who are entitled to vote and who joined today's virtual meeting using their 15-digit control number and meeting password, have the ability to vote online. If you are a shareholder entitled to vote and have not yet voted or if you want to change your previously cast vote, please do so by selecting Cast Your Vote link on the virtual meeting website. This link will be available until we announce the closing of the polls and after the presentation of the share issuance proposal for shareholders' consideration. Please remember, if you have already sent in a proxy card, voted by telephone or over the Internet, it is not necessary to vote again. Once the poll is closed, the inspector of election will provide her preliminary report. As a reminder, please note that time will be provided for specific questions relating to the proposal as it is introduced. The item to be voted upon is the approval of the issuance of S&P Global common stock of -- to shareholders of IHS Markit. We will now take a moment to confirm whether there are any questions or comments regarding the approval of the issuance of S&P Global common stock to the shareholders of IHS Markit. Tasha?

Mr. Chairman, one question has been submitted from shareholder, Cathy Daicoff. The question reads: Can you please clarify if there are any performance requirements to the $26.5 million merger-related payments to the named executive officers listed on Page 109?

Thank you, Tasha. I'll refer that question to Mr. Peterson.

Yes. Thank you very much. Yes. Our Compensation and Leadership Development Committee will be applying a performance metric which is related to the merger. And that will be applied at the time of the vesting of these performance shares, which will be issued at the time of the actual merger itself.

Mr. Chairman, no further questions have been submitted from shareholders.

This is the only proposal before shareholders for approval at this special meeting. Since we've had one question and there appear to be no others, I will now proceed with the closing of the voting polls. The polls are about to close, so if you've not yet voted, please do so now. [Voting]

Since everyone has had the opportunity to vote, it is now 10:12 Eastern Time and the polls are closed effective immediately. This concludes the voting on all formal business items. Any votes cast online during the special meeting will be taken into account by the inspector of election in the final tally of votes. However, they are not expected to change the outcome of today's results. The preliminary tally of votes by the inspector of election shows that the proposal to approve the issuance of S&P Global common stock to shareholders of IHS Markit in connection with the proposed merger of S&P Global and IHS Markit has been approved. The certificate of the inspector of election will be filed with the records of the meeting and the final results. And they will be available on or before March 17 in a formal 8-K filing. There being no further business, the special meeting is concluded. I now declare the meeting adjourned. Before passing the meeting over to Doug Peterson, let me take a moment to thank all shareholders for their continued support. Doug?

Thank you, Dick. I'd like to provide a couple of closing comments. First of all, I want to thank everybody for attending the special meeting and for the question and your support as always. The company's most important initiative of the year will be our upcoming merger with IHS Markit. Our shareholders' approval of this incredibly transformative opportunity for our company and our customers is an important step in creating a strong combined company. As I've said all along, we could have never made this progress without the support of our shareholders, especially during uncertain difficult circumstances. I want to thank our shareholders again, and we look forward to continuing to talk to you and engage with you throughout the year. Thank you very much.

Ladies and gentlemen, that concludes this morning's call. A PDF version of the presenters' slides is available for downloading from investor.spglobal.com. A replay of this call will be available in about 2 hours. The replay will be maintained on S&P Global's website for 12 months from today and for 1 month from today by telephone. On behalf of S&P Global, we thank you for participating, and wish you all a good day.