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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): July 15, 2020

______________________

 

IHS MARKIT LTD.

(Exact name of registrant as specified in its charter)

 

Bermuda 001-36495 98-1166311
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

 

4th Floor, Ropemaker Place

25 Ropemaker Street

London, England

EC2Y 9LY

(Address of principal executive offices and zip code)

 

+44 20 7260 2000

(Registrant's telephone number, including area code)

 

Former name or former address, if changed since last report: Not Applicable

______________________

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of each exchange on which registered
Common Shares, $0.01 par value per share   INFO   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e) IHS Markit Ltd. (“IHS Markit”) entered into a letter agreement dated July 14, 2020 (the “July 2020 Amendment”) with Todd S. Hyatt, Executive Vice President, which amended Mr. Hyatt’s compensation as he transitioned to the role of Senior Advisor to the CEO, a part-time position, effective July 13, 2020. Mr. Hyatt’s salary was reduced to $35,568 per annum. In addition, should Mr. Hyatt achieve certain strategic goals mutually agreed with the Company, he will be eligible to receive a one-time lump sum bonus of $1 million, less any salary he receives between July 13, 2020 and the date of achievement of the strategic goals. Except as modified by the July 2020 Amendment, Mr. Hyatt’s employment remains subject to the terms and conditions set forth in his employment letter dated October 31, 2013, as amended on July 8, 2016 and February 3, 2017.

 

The foregoing description of the July 2020 Amendment does not purport to be complete and is qualified in its entirety by reference to the July 2020 Amendment, which is attached as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number   Description
10.1+   Letter Agreement with Todd Hyatt dated July 14, 2020
101   Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104   The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

+ Compensatory plan or arrangement.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  IHS MARKIT LTD.
     
Date: July 17, 2020 By: /s/ Sari Granat
    Sari Granat
    Executive Vice President, Chief Administrative Officer, and General Counsel

 

 

Exhibit 10.1

 

15 Inverness Way East

Englewood, Colorado 80112

 

+303 790 0600 Phone

 

ihsmarkit.com 

 
   
   

July 14, 2020

 

Mr. Todd Hyatt
c/o IHS Global Inc.
15 Inverness Way
East Englewood, CO 80112

 

Dear Mr. Hyatt:

 

I write to memorialize our discussions regarding anticipated changes to your employment with IHS Global Inc. (the “Company”). Effective July 13, 2020, your new position and title will be Special Advisor to the CEO. This is a part-time position in which we anticipate you will work at least 20 hours per week. Your salary in this exempt role will be $35,568 per annum, subject to standard deductions and withholdings, and payable in accordance with the Company’s standard payroll practices.

 

Should you achieve certain mutually agreed upon strategic goals, with such goals to be decided between you and the Company no later than August 1, 2020, you will be eligible for a one-time lump sum bonus of $1 million, less (1) any salary you have received between July 13, 2020 and the date of the achievement of the strategic goals and (2) any required deductions and withholdings.

 

By your signature on this agreement, you are resigning from your position as an officer of IHS Markit Ltd. and will no longer be considered an executive officer or a Section 16 officer of IHS Markit Ltd. You will no longer be subject to any share ownership guidelines applicable to the IHS Markit executive team.

 

Except as modified herein, your employment remains subject to the terms and conditions set forth in your employment letter dated October 31, 2013, as amended on July 8, 2016 and February 3, 2017 (collectively, the “Employment Agreement”). You acknowledge that these changes to your position have been mutually agreed upon and do not constitute “Good Reason” as that term is defined in the Employment Agreement. For the avoidance of doubt, this change to your employment with the Company does not constitute a “Termination Date” as that term is defined in the Employment Agreement.

 

Thank you for your significant contributions to the Company and your continued engagement and execution in this new role.

 

  Very truly yours,
   
  /s/ Ronnie West
  Ronnie West
  Executive Vice President and Chief People Officer
   
   
  Acknowledged and Agreed:
   
  /s/ Todd Hyatt
  Todd Hyatt
  Date:July 15, 2020

 

 

 

 

IHS Global Inc.

15 Inverness Way East, Englewood, CO 80112