UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 22, 2021, the Human Resources Committee (the “Committee”) of the Board of Directors of IHS Markit Ltd., a Bermuda exempted company limited by shares (the “Company”), approved certain actions for tax-planning purposes in order to mitigate adverse tax consequences to both the Company and certain employees of the Company under the excise tax regime of Sections 280G and 4999 of the Internal Revenue Code that could arise in connection with the merger transaction (the “Merger”) contemplated by the Agreement and Plan of Merger by and among the Company, S&P Global Inc., a New York corporation (“S&P Global”), and Sapphire Subsidiary, Ltd., a Bermuda exempted company limited by shares, dated as of November 29, 2020 (as amended, the “Merger Agreement”). These actions include, with respect to Brian Crotty (Executive Vice President, Resources), (i) the acceleration of the payment, on or prior to December 31, 2021, of a $1,500,000 retention bonus that would have otherwise been earned and paid following the 12-month anniversary of the consummation of the Merger, (ii) the acceleration and payment, on or prior to December 31, 2021, of $588,280 consisting of (x) $546,067 in 2021 annual bonus that would have otherwise been earned and paid on or before February 28, 2022, with deemed performance of 107.8% of target and (y) $42,213 in additional annual bonus at target reflecting a one month payment for December 2021 as the Company prepares to change its financial year from December to November to January to December in connection with the completion of the Merger, (iii) the vesting and settlement, on or prior to December 31, 2021, of (x) 4,844 time-vesting restricted stock unit awards (“RSUs”) that would have otherwise vested on February 1, 2022, (y) 3,060 RSUs that would have otherwise vested on February 1, 2023 and (z) 1,672 RSUs that would have otherwise vested on February 1, 2024 and (iv) the vesting and settlement, on or prior to December 31, 2021, of (x) 5,836 performance-based stock unit awards (“PSUs”) that have already completed their performance period but that would have otherwise vested ratably on February 28, 2022, February 28, 2023 and February 28, 2024, (y) 13,360 PSUs in respect of the performance period ending November 30, 2022 (with deemed performance of 175% of target), of which 6,073 PSUs were also subject to ratable time-vesting over the three-year period following the end of the performance period and (z) 7,524 PSUs in respect of the performance period ending November 30, 2023 (with deemed performance of 150% of target) ((i) through (iv), collectively, the “280G Measures”). In determining the level of deemed performance for the PSUs, the Committee took into account the treatment of PSUs contemplated under the Merger Agreement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 27, 2021 | IHS MARKIT LTD. | |||||
| By: | /s/ Sari Granat | |||||
| Name: | Sari Granat | |||||
| Title: | Executive Vice President, Chief Administrative Officer and General Counsel | |||||