S&P Global (SPGI) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 20, 2026, in a virtual-only format; shareholders will vote on director elections, executive compensation, auditor ratification, and two shareholder proposals.

• Achieved strong financial performance in 2025: revenue up 8% to $15.336B, net income up 16% to $4.471B, and diluted EPS up 19% to $14.66; $6.2B returned to shareholders via dividends and buybacks.

• Strategic focus on advancing market leadership, expanding high-growth adjacencies, and amplifying enterprise capabilities, especially in AI and private markets.

Voting matters and shareholder proposals

• Election of 10 directors for one-year terms; Board recommends voting FOR all nominees.

• Advisory vote on executive compensation (Say-on-Pay); Board recommends FOR.

• Ratification of Ernst & Young LLP as independent auditor for 2026; Board recommends FOR.

• Shareholder proposal to reduce the stock ownership threshold for calling a special meeting from 25% to 10%; Board recommends AGAINST.

• Shareholder proposal to issue a report on the company’s charitable support; Board recommends AGAINST.

Board of directors and corporate governance

• Board consists of 10 nominees with diverse skills in executive leadership, finance, technology, and global markets.

• Strong governance practices: annual director elections, majority voting, proxy access, robust stock ownership requirements, and prohibition on hedging/pledging.

• Independent Board Chair and Committee Chairs; all directors except the CEO are independent.

• Regular board and committee self-evaluations, proactive succession planning, and ongoing director training, including on AI and cybersecurity.

• Active shareholder engagement, with expanded outreach in 2025, including direct engagement with over 1,000 investors.