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S&P Global Inc.

For the period ended May 7, 2025. Filed Mar 25, 2025.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 7, 2025 · Filed Mar 25, 2025

SPGI$467.80-1.0%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Appendix A​

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APPENDIX A​

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APPENDIX A

Reconciliation of Non-GAAP Financial Information

The following tables reconcile non-GAAP financial information included in this Proxy Statement to the most directly comparable measures presented in accordance with generally accepted accounting principles (“GAAP”) in the U.S. and reported in our consolidated financial statements filed with the Securities and Exchange Commission. The non-GAAP financial information included in this Proxy Statement has been provided in order to show investors how our Compensation Committee views the Company’s performance as it relates to the compensation program for our named executive officers. This non-GAAP financial information may be different from similar measures used by other companies.

​ · Year ended December 31, 2024* · ​ · ​ · ​ · Revenue · ​ · ​ · ​ · EBITA · ​ · ​ · ​ · DilutedEarnings perShare** · ​ · ​ · ​ · EBITA Margin (OperatingProfit Margin) · ​
​ · SPGI​ · ​ · ​ · ​ · (dollars in millions, except per share data) · ​
​As reported​​​​$14,208​​​​​$5,580​​​​​$12.35​​​​​​39.3%​​
​Non-GAAP Adjustments:​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​Market Intelligence adjustments, including employee severance charges, IHS Markit merger costs, Executive Leadership Team transition costs, liability write-off, net acquisition-related benefit, and gain on dispositions​​​​​​​​​​​​46​​​​​​0.15​​​​​​​​​
​Ratings adjustments, including legal settlement costs, statutorily required bonus accrual adjustment, and employee severance charges​​​​​​​​​​​​32​​​​​​0.10​​​​​​​​​
​Mobility adjustments, including employee severance charges, IHS Markit merger costs, acquisition-related costs, and liability write-off​​​​​​​​​​​​12​​​​​​0.04​​​​​​​​​
​Commodity Insights adjustments, including IHS Markit merger costs, employee severance charges, asset write-off, and disposition-related costs​​​​​​​​​​​​28​​​​​​0.09​​​​​​​​​
​Indices adjustments, including IHS Markit merger costs, loss on disposition, and employee severance charges​​​​​​​​​​​​6​​​​​​0.02​​​​​​​​​
​Corporate adjustments, including IHS Markit merger costs, employee severance charges, disposition-related costs, net acquisition-related cost, Executive Leadership Team transition costs, lease impairments, asset write-off, and gain on disposition​​​​​​​​​​​​121​​​​​​0.39​​​​​​​​​
​Deal-related amortization attributable to adjusted operating profit​​​​​​​​​​​​1,133​​​​​​3.63​​​​​​​​​
​Other expenses (includes deal-related amortization)​​​​​​​​​​​​​​​​​​​0.02​​​​​​​​​
​Interest expense adjustments, including premium amortization benefit​​​​​​​​​​​​​​​​​​​(0.08)​​​​​​​​​
​Provision for income taxes (includes deal-related amortization) ​​​​​​​​​​​​​​​​​​​​(1.00)​​​​​​​​​
​Non-GAAP adjustment subtotal​​​​​0​​​​​​1,378​​​​​​3.35​​​​​​​​​
​Adjusted Results​​​​$14,208​​​​​$6,958​​​​​$15.70​​​​​​49.0%​​
​Further Non-GAAP ICP Adjustments:​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​Foreign Exchange​​​​​2​​​​​​8​​​​​​​​​​​​​​​​
​Acquisitions and divestitures​​​​​(21)​​​​​​(7)​​​​​​​​​​​​​​​​
​Adjustment for plan tax rate​​​​​​​​​​​​​​​​​​​0.24​​​​​​​​​
​Adjustment for dilution related to divestiture of Engineering Solutions​​​​​​​​​​​​​​​​​​​0.15​​​​​​​​​
​Suspension of Russia operations relief​​​​​​​​​​​​​​​​​​​0.14​​​​​​​​​
​Further Non-GAAP ICP Adjustment subtotal​​​​​(19)​​​​​​—​​​​​​0.53​​​​​​​​​
​ICP Adjusted ​​​​​$14,189​​​​​$6,958​​​​​$16.23​​​​​​49.0%​​

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Note: Diluted weighted average shares outstanding of 311.9 million was used to calculate adjusted diluted earnings per share.

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2025 Proxy Statement 113

APPENDIX A (continued)

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​ · Year ended December 31, 2024* · ​ · ​ · ​ · Revenue · ​ · ​ · ​ · EBITA · ​ · ​ · ​ · EBITA Margin (OperatingProfit Margin) · ​
​ · Market Intelligence​ · ​ · ​ · ​ · (dollars in millions) · ​
​As reported​​​​$4,645​​​​​$875​​​​​​18.8%​​
​Non-GAAP Adjustments:​​​​​​​​​​​​​​​​​​​​​​
​Employee severance charges​​​​​​​​​​​​77​​​​​​​​​
​IHS Markit Merger Costs​​​​​​​​​​​​36​​​​​​​​​
​Executive Leadership Team transition costs​​​​​​​​​​​​3​​​​​​​​​
​Liability write-off​​​​​​​​​​​​1​​​​​​​​​
​Net acquisition-related benefit​​​​​​​​​​​​(12)​​​​​​​​​
​Gain on dispositions​​​​​​​​​​​​(59)​​​​​​​​​
​Deal-related amortization​​​​​​​​​​​​591​​​​​​​​​
​Non-GAAP adjustment subtotal​​​​​0​​​​​​637​​​​​​​​​
​Adjusted Results​​​​$4,645​​​​​$1,512​​​​​​32.5%​​
​Further Non-GAAP ICP Adjustments:​​​​​​​​​​​​​​​​​​​​​​
​Foreign Exchange​​​​​1​​​​​​9​​​​​​​​​
​Acquisitions and divestitures​​​​​(14)​​​​​​(7)​​​​​​​​​
​Short-term incentive overperformance​​​​​​​​​​​​21​​​​​​​​​
​Further Non-GAAP ICP Adjustments subtotal ​​​​​​(13)​​​​​​23​​​​​​​​​
​ICP Adjusted​​​​$4,632​​​​​$1,535​​​​​​33.1%​​

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114 2025 Proxy Statement

APPENDIX A (continued)​

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​ · Year ended December 31, 2024* · ​ · ​ · ​ · Revenue · ​ · ​ · ​ · EBITA · ​ · ​ · ​ · EBITA Margin(OperatingProfit Margin) · ​
​ · Ratings​ · ​ · ​ · ​ · (dollars in millions) · ​
​As reported​​​​$4,370​​​​​$2,707​​​​​​61.9%​​
​Non-GAAP Adjustments:​​​​​​​​​​​​​​​​​​​​​​
​Legal settlement costs​​​​​​​​​​​​20​​​​​​​​​
​Statutorily required bonus accrual adjustment​​​​​​​​​​​​6​​​​​​​​​
​Employee severance charges​​​​​​​​​​​​5​​​​​​​​​
​Deal-related amortization ​​​​​​​​​​​​​14​​​​​​​​​
​Non-GAAP adjustment subtotal​​​​​0​​​​​$46​​​​​​​​​
​Adjusted Results​​​​$4,370​​​​​$2,753​​​​​​63.0%​​
​Further Non-GAAP ICP Adjustments:​​​​​​​​​​​​​​​​​​​​​​
​Foreign Exchange​​​​​3​​​​​​(6)​​​​​​​​​
​Short-term incentive overperformance​​​​​​​​​​​​57​​​​​​​​​
​Further Non-GAAP ICP Adjustments subtotal ​​​​​​3​​​​​​51​​​​​​​​​
​ICP Adjusted​​​​$4,373​​​​​$2,804​​​​​​64.1%​​

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2025 Proxy Statement 115

APPENDIX A (continued)

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​ · Year ended December 31, 2024* · ​ · ​ · ​ · Revenue · ​ · ​ · ​ · EBITA · ​ · ​ · ​ · EBITA Margin(OperatingProfit Margin) · ​
​ · Commodity Insights​ · ​ · ​ · ​ · (dollars in millions) · ​
​As reported​​​​$2,142​​​​​$845​​​​​​39.4%​​
​Non-GAAP Adjustments:​​​​​​​​​​​​​​​​​​​​​​
​IHS Markit merger costs​​​​​​​​​​​​14​​​​​​​​​
​Employee severance charges​​​​​​​​​​​​13​​​​​​​​​
​Asset write-off​​​​​​​​​​​​1​​​​​​​​​
​Disposition-related costs​​​​​​​​​​​​1​​​​​​​​​
​Deal-related amortization​​​​​​​​​​​​130​​​​​​​​​
​Non-GAAP adjustment subtotal​​​​​0​​​​​​158​​​​​​​​​
​Adjusted Results​​​​$2,142​​​​​$1,003​​​​​​46.8%​​
​Further Non-GAAP ICP Adjustments:​​​​​​​​​​​​​​​​​​​​​​
​Foreign Exchange​​​​​(1)​​​​​​1​​​​​​​​​
​Acquisition​​​​​(7)​​​​​​—​​​​​​​​​
​Short-term incentive overperformance​​​​​​​​​​​​10​​​​​​​​​
​Further Non-GAAP ICP Adjustments subtotal ​​​​​​(8)​​​​​​10​​​​​​​​​
​ICP Adjusted​​​​$2,134​​​​​$1,013​​​​​​47.5%​​

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116 2025 Proxy Statement spglobal.com

01 - Marco Alverà02 - Martina Cheung03 - Jacques Esculier04 - William D. Green05 - Stephanie C. Hill06 - Rebecca Jacoby07 - Ian P. Livingston08 - Maria R. Morris09 - Gregory WashingtonForAgainstAbstainForAgainstAbstainForAgainstAbstainThe Board of Directors recommends a vote FOR each Director Nominee listed below; FOR Proposals 2 and 3; and AGAINST Proposal 4.A0446ZE2. Approve, on an advisory basis, the executive compensation program for the Company’s named executive officers, as described in the Proxy Statement;3. Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025;1. Election of Directors:ForAgainstAbstainPlease sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.Signature 1 — Please keep signature within the box.Signature 2 — Please keep signature within the box.Date (mm/dd/yyyy) — Please print date below.Authorized Signatures — This section must be completed for your vote to count. Please date and sign below.B4. Vote on a shareholder proposal to amend the Company’s clawback policy for unearned executive pay;5. Consider any other business, if properly raised.2025 Annual Meeting Proxy CardUsing a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. qForAgainstAbstain2024You may vote online or by phone instead of mailing this card.OnlineGo to www.investorvote.com/spgior scan the QR code — login details are located in the shaded bar below.Your vote matters – here’s how to vote!Save paper, time and money!Sign up for electronic delivery at www.investorvote.com/spgiPhoneCall toll free 1-800-652-VOTE (8683) within the USA, U.S. territories and Canada​

Notice of Annual Meeting of ShareholdersProxy Solicited by Board of Directors for Annual Meeting — May 7, 2025The undersigned appoints Taptesh (Tasha) K. Matharu and Steven J. Kemps, and each of them, as proxies with full power of substitution, to vote the shares of stock of S&P Global Inc.(the “Company”), which the undersigned is entitled to vote, upon all subjects that may properly come before the meeting, including the matters described in the proxy statement,subject to any directions indicated on the reverse side of this card, at the Annual Meeting of Shareholders of the Company to be held at 8:00 a.m. (EDT), on May 7, 2025, or anyadjournments or postponements thereof. If you sign and return this card without indicating how to vote upon all subjects that may properly come before the meeting including thematters described in the proxy statement, subject to any directions indicated on the reverse side of this card, the shares represented by your proxy will be voted as recommended bythe Company’s Board of Directors.Note to 401(k) Participants. Plan participants must vote by 5:00 p.m. (EDT) on May 5, 2025. Computershare, the Company’s transfer agent, will communicate your instructions to the Trustee, who will then vote all the

shares of common stock of S&P Global Inc. which are credited to the undersigned’s account as of March 17, 2025. Under the Plan, you are a “namedfiduciary” for the purpose of voting shares in your account and your proportionate share of the Undirected Shares. This means that you have ultimate authority to control the mannerin which the shares are voted. By submitting voting instructions by telephone, Internet, or by signing and returning this voting instruction card, you direct the Trustee to vote theseshares, in person or by proxy, as designated herein, at the Annual Meeting of Shareholders. (See reverse side for voting instructions)Note to ESPP Participants. Plan participants must vote by 5:00 p.m. (EDT) on May 5, 2025. Any proxy you give will govern the voting of any shares you hold in this Plan. Any Plan sharesfor which we do not receive instructions from the employee will not be voted. (See reverse side for voting instructions)(Items to be voted appear on reverse side)S&P Global Inc.Non-Voting ItemsCq IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. qChange of Address — Please print new address below.Comments — Please print your comments below.The Notice and Proxy Statement for the Meeting of Shareholders are available online at www.spglobal.com/proxyRETAIN THIS PROXY CARD TO ATTEND THE VIRTUAL ANNUAL MEETING ONLINES&P Global Inc.Annual Meeting of Shareholdersat 8:00 a.m. (EDT) on Wednesday, May 7, 2025S&P Global’s Annual Meeting of Shareholders will be held in a virtual-only format. To attend, go online to https://meetnow.global/MTWC7R7At the website, choose the option to enter the virtual meeting as a “Shareholder” and provide the 15-digit number printed in the circled area located on the reverse side of this proxy card. Shareholders who enter as such can vote* their proxy during the meeting and ask questions.A “guest” option will also be made available for listen-only access.Please vote in advance of the virtual Annual Meeting even if you plan to attend.See reverse side for instructions to vote online, by telephone, or by mail.*401(k) and ESPP plan participants must vote by 5:00 p.m. (EDT) on May 5, 2025. Plan shares cannot be voted during the Annual Meeting.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.