S&P Global Inc | Right of Shareholders to Call Special Meetings at S&P Global Inc

Status
Filed
Previous AGM date
Resolution details
Company ticker
SPGI:US
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Technology
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders ask the Board of Directors to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting. Such a special shareholder meeting can be an easy to convene online shareholder meeting.
Supporting statement
There shall be no poison pill discriminatory rule to require ownership of shares for a specific period of time in order for shares to participate in calling for a special shareholder meeting and no requirement that most such shareholders be record holders. This proposal includes that S&P Global incorporates this right in its bylaws and that such bylaws be published on the SPGI website for easy access. It is reasonable that 10% of shares have this right because there is almost no shareholders of any company anywhere using this right at the 25% stock ownership mark. If SPGI thinks a 10% shareholding right is too easy then SPGI is welcome to give one example of the shareholders of any company with a $50 Billion or more capitalization successfully calling for a special shareholder meeting in the past decade with a 25% shareholding requirement which is the current requirement at SPGI. SPGI has a market capitalization of $150 Billion. The current 25% shareholding right does not seem to be a realistic right. At least at large cap companies like SPGI the right needs to be a more feasible 10% of shares to call for a special shareholder meeting. To guard against the SPGI Board of Directors becoming complacent shareholders need the ability to call a special shareholder meeting to help the Board adopt new strategies when SPGI underperforms. Now could be a ripe time for this proposal since SPGI stock was at $484 in 2021 and was at only $493 in late 2025 despite a robust stock market. Plus challenging news reports regarding SPGI emerged in 2025: As of October 31, 2025, SPGI stock was considered "expensive" and "overvalued" by some analysts, with a high Price-to-Earnings (P/E) ratio relative to its historical averages and underperformance against the S&P 500 index year-to-date. S&P Global Ratings downgraded 126 U.S. BSL CLO (Broadly Syndicated Loan Collateralized Loan Obligation) tranches in the first three quarters of 2025, almost triple the count for the entire year of 2024. This uptick in downgrades, the first time in triple digits since 2020, highlights concerns about asset quality deterioration and significant "par loss" in these financial instruments. SPGI?s own reports mention that tariff and trade disputes in 2025 are weighing heavily on demand and creating a high degree of uncertainty.

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