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Item 9A. Controls and Procedures

2023-02-10 compared with 2022-02-08 · 96 added, 61 removed, 212 unchanged (43% of the section changed)

22 unchanged sentences

IRAN THREAT REDUCTION AND SYRIA HUMAN RIGHTS ACT DISCLOSURE

reporting period, it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or entities designated pursuant to certain Executive Orders.

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which amended the Securities Exchange Act of 1934, an issuer is required to disclose in its annual or quarterly reports, as applicable, whether, during the reporting period, it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or

with individuals or entities designated pursuant to certain Executive Orders.

Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable laws and regulations.

During 2021, the Company recorded no revenue or net profit attributable to the transactions or dealings described below.

The amount recorded in connection with the foregoing reflects the uncertainty of collection.

During 2021, Platts, a division of the Company that provides energy-related information in over 150 countries, provided information and informational materials, which are generally exempt from U.S.

economic sanctions, to subscribers that are owned or controlled, or appear to be owned or controlled, by the Government of Iran or are otherwise subject to disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012.

Platts provided such subscribers access to proprietary data, analytics, and industry information that enable commodities markets to perform with greater transparency and efficiency.

The Company will continue to monitor its provision of products and services to such subscribers.

During 2022, the Company engaged in limited transactions or dealings related to the purchase or sale of information and informational materials, which are generally exempt from U.S.

economic sanctions, with persons that are owned or controlled, or appear to be owned or controlled, by the Government of Iran or are otherwise subject to disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012.

Commodities Insights provided subscribers access to proprietary data, analytics, and industry information that enable commodities markets to perform with greater transparency and efficiency.

Market Intelligence sourced certain trade data from Iran.

The Company will continue to monitor such activities closely.

During 2022, the Company recorded no revenue or net profit attributable to the Commodities Insights transactions or dealings described above, which reflects the uncertainty of collection.

The Company attributes a de minimis amount of gross revenues and net profits to the data sourced from Iran by Market Intelligence.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

25 unchanged sentences

Executive Compensation

Information about director and executive officer compensation, Compensation Committee interlocks and the Compensation Committee Report is contained in our 2022 Proxy Statement under the captions “2021 Director Compensation,” “Board of

Directors and Corporate Governance-Compensation Committee Interlocks and Insider Participation,” and is incorporated herein by reference.

Information about director and executive officer compensation required by this Item 11, Compensation Committee interlocks and the Compensation Committee Report is contained in our 2023 Proxy Statement under the captions “2022 Director

Compensation,” “Board of Directors and Corporate Governance-Compensation Committee Interlocks and Insider Participation,” and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Set forth below is information with respect to securities authorized for issuance under equity compensation plans:

The following table details our equity compensation plans as of December 31, 2021:

The following table details information about our equity compensation plans as of December 31, 2022:

Equity Compensation Plans’ Information

12 unchanged sentences

Equity compensation plans approved by security holders 1,892,751 1 $ 68.02 2 19,273,789 3,4

$ 67.14 19,954,485 2,3

1 Shares to be issued upon exercise of outstanding options under our Stock Incentive Plans.

Equity compensation plans not approved by security holders — $ — —

Total 1,892,751 $ 68.02 19,273,789

1 Includes shares to be issued upon exercise of outstanding options, restricted stock units, performance stock units and director deferred phantom stock units under our equity compensation plans.

The number of performance stock unit awards is based on the target number of units granted.

2 Restricted stock units, performance stock units and director deferred phantom stock units do not have an exercise price and are delivered without any payment or consideration other than service.

3 Included in this number are 493,000 shares reserved for issuance under the Director Deferred Stock Ownership Plan.

2 unchanged sentences

The 2019 Plan is also governed by certain share recapture provisions.

The aggregate number of shares of stock available under the 2019 Plan for issuance are increased by the number of shares of stock granted as an award under the 2019 Plan that are:

• forfeited, cancelled, settled in cash or property other than stock, or otherwise not distributable under the 2019 Plan;

• tendered or withheld to pay the exercise or purchase price of an award under the 2019 Plan or to satisfy applicable wage or other required tax withholding in connection with the exercise, vesting or payment of, or other event related to, an award under the 2019 Plan;

• repurchased by us with the option proceeds in respect of the exercise of a stock option under the 2019 Plan.

Only shares underlying awards granted under the 2019 Plan that are forfeited, expired, cancelled, terminated, settled in cash or property other than shares, or otherwise not distributable, are added back to the shares available for issuance.

Shares withheld to satisfy the exercise price of an award or to satisfy any required tax withholding obligations, or that are repurchased by the Company with option proceeds are not added back to the shares available for issuance.

Information on the number of shares our common stock beneficially owned by each director and named executive officer, by all directors and executive officers as a group and on each beneficial owner of more than 5% of our common stock is contained under the caption “Ownership of Company Stock” in our 2023 Proxy Statement and is incorporated herein by reference.

32 unchanged sentences

Number Exhibit Index

(2.1) Purchase and Sale Agreement between the Registrant, McGraw-Hill Education LLC, various sellers named therein and MHE Acquisition, LLC, dated November 26, 2012 , incorporated by reference from Registrant's Form 8-K filed November 26, 2012.

(2.2) Amendment No.

1 to Sale Agreement, dated March 4, 2013 , incorporated by reference from Registrant’s Form 8-K filed March 5, 2013.

(2.1) Agreement and Plan of Merger, dated as of July 24, 2015, among the Company, Venus Sub LLC, SNL Financial LC and New Mountain Partners III (AIV-C), L.P.

, as incorporated by reference from the Registrant’s Form 8-K filed on July 29, 2015.

(2.4) Stock and Asset Purchase Agreement between McGraw Hill Financial, Inc.

and Jefferson Bidco Inc., dated as of April 15, 2016 , incorporated by reference from the Registrant's Form 10-Q filed July 28, 2016.

, incorporated by reference from the Registrant’s Form 8-K filed on July 29, 2015.

(2.2) Agreement and Plan of Merger, dated as of November 29, 2020, by and among S&P Global Inc., IHS Markit Ltd.

5 unchanged sentences

(2.4) Asset Purchase Agreement, by and between S&P Global Inc.

and Factset Research Systems Inc., dated as of December 24, 2021 **

and Factset Research Systems Inc., dated as of December 24, 2021 , incorporated by reference from the Registrant's Form 10-K filed February 8, 2022.**

(3.1) Amended and Restated Certificate of Incorporation of Registrant , incorporated by reference from Registrant’s Form 8-K filed May 18, 2020.

3 unchanged sentences

(4.3) Indenture dated as of May 26, 2015, among the Company, Standard & Poor's Financial Services LLC and U.S.

Bank National Association, as trustee , as incorporated by reference from the Registrant’s Form 8-K filed on May 26, 2015.

Bank National Association, as trustee , incorporated by reference from the Registrant’s Form 8-K filed on May 26, 2015.

(4.4) First Supplemental Indenture dated as of May 26, 2015, among the Company, Standard & Poor's Financial Services LLC and U.S.

Bank National Association, as trustee, as incorporated by reference from the Registrant’s Form 8-K filed on May 26, 2015.

Bank National Association, as trustee, incorporated by reference from the Registrant’s Form 8-K filed on May 26, 2015.

(4.5) Second Supplemental Indenture dated as of August 18, 2015, among the Company, Standard & Poor’s Financial Services LLC and U.S.

Bank National Association, as trustee , as incorporated by reference from the Registrant’s Form 8-K filed on August 18, 2015.

Bank National Association, as trustee , incorporated by reference from the Registrant’s Form 8-K filed on August 18, 2015.

(4.6) Third Supplemental Indenture dated as of September 22, 2016, among S&P Global Inc., Standard & Poor’s Financial Services LLC and U.S.

6 unchanged sentences

Bank National Association, as trustee , incorporated by reference from the Registrant's Form 8-K filed on August 13, 2020.

(4.10) Seventh Supplemental Indenture dated as of March 2, 2022, among the Company, Standard & Poor’s Financial Services LLC, and U.S.

Bank National Association, as trustee , incorporated by reference from the Registrant's Form 8-K filed on March 2, 2022.

(4.11) Eighth Supplemental Indenture dated as of March 18, 2022, among the Company, Standard & Poor’s Financial Services LLC, and U.S.

Bank National Association, as trustee , incorporated by reference from the Registrant's Form 8-K filed on March 18, 2022.

(4.12) Form of 6.550% Senior Note due 2037 , incorporated by reference from the Registrant's Form 10-K for the fiscal year ended December 31, 2019.

7 unchanged sentences

4.2 of the referenced Form 8-K) , incorporated by reference from the Registrant's Form 8-K filed November 26, 2019.

(4.18) Form of 4.750% Senior Note due 2028 (included in Ex.

4.2 of the referenced Form 8-K) , incorporated by reference from the Registrant's Form 8-K filed March 2, 2022.

(4.19) Form of 4.250% Senior Note due 2029 (included in Ex.

4.2 of the referenced Form 8-K) , incorporated by reference from the Registrant's Form 8-K filed March 2, 2022.

(4.20) Registration Rights Agreement dated as of March 2, 2022, among the Company, Standard & Poor’s Financial Services LLC, and the initial purchasers therein , incorporated by reference from the Registrant's Form 8-K filed on March 2, 2022.

(4.21) Registration Rights Agreement dated as of March 18, 2022, among the Company, Standard & Poor’s Financial Services LLC, and the initial purchasers therein , incorporated by reference from the Registrant's Form 8-K filed on March 18, 2022.

(4.22) Form of 2.450% Senior Note due 2027 (included in Ex.