S&P Global Inc.
For the period ended May 20, 2026. Filed Mar 31, 2026.
View on SEC.govAbout 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 20, 2026 · Filed Mar 31, 2026
Contents
Appendix A
APPENDIX A
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. For 2022, adjusted financials are presented on a pro forma basis as if the merger with IHS Markit had closed on January 1, 2021.
| · Year ended December 31, 2025* · · · · Revenue · · · · EBITA (Operating Profit) · · · · Diluted Earnings Per Share** · · · · EBITA Margin (OperatingProfit Margin) · | ||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · SPGI · · · · (dollars in millions, except per share data) · | ||||||||||||||||||||||||||||||
| | As reported | | | | | $15,336 | | | | | | $6,478 | | | | | | $14.66 | | | | | | | 42.2% | | | |||
| | Non-GAAP Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Market Intelligence adjustments, including employee severance charges, acquisition-related costs, disposition-related costs, Executive Leadership Team transition costs, statutorily required labor law accrual adjustment and gain on disposition | | | | | | | | | | | | | 91 | | | | | | | 0.30 | | | | | | | | | |
| | Ratings adjustments, including legal costs and employee severance charges | | | | | | | | | | | | | 60 | | | | | | | 0.20 | | | | | | | | | |
| | Mobility adjustments, including employee severance charges, disposition-related costs, Executive Leadership Team transition benefit and legal settlement recovery | | | | | | | | | | | | | 15 | | | | | | | 0.05 | | | | | | | | | |
| | Energy adjustments, including employee severance charges and statutorily required labor law accrual adjustment | | | | | | | | | | | | | 21 | | | | | | | 0.07 | | | | | | | | | |
| | Indices adjustments, including employee severance charges and acquisition-related costs | | | | | | | | | | | | | 5 | | | | | | | 0.02 | | | | | | | | | |
| | Corporate adjustments, including gain on disposition, disposition-related costs, acquisition-related costs, employee severance charges, Executive Leadership Team transition costs, lease impairments, legal costs, statutorily required labor law accrual adjustment, and an asset write-off | | | | | | | | | | | | | (50) | | | | | | | (0.16) | | | | | | | | | |
| | Deal-related amortization attributable to adjusted operating profit | | | | | | | | | | | | | 1,109 | | | | | | | 3.64 | | | | | | | | | |
| | Other expenses (including deal-related amortization) | | | | | | | | | | | | | | | | | | | | 0.00 | | | | | | | | | |
| | Interest expense adjustments, including premium amortization benefit | | | | | | | | | | | | | | | | | | | | (0.08) | | | | | | | | | |
| | Provision for income taxes (including deal-related amortization) | | | | | | | | | | | | | | | | | | | | (0.84) | | | | | | | | | |
| | Non-GAAP adjustment subtotal | | | | | | 0 | | | | | | | 1,251 | | | | | | | 3.17 | | | | | | | | | |
| | Adjusted Results | | | | | $15,336 | | | | | | $7,730 | | | | | | $17.83 | | | | | | | 50.4% | | | |||
| | Further Non-GAAP ICP Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Foreign exchange | | | | | | (116) | | | | | | | (14) | | | | | | | | | | | | | | | | |
| | Acquisitions and divestitures | | | | | | (12) | | | | | | | 28 | | | | | | | | | | | | | | | | |
| | Global and regulatory changes | | | | | | 9 | | | | | | | (7) | | | | | | | | | | | | | | | | |
| | Adjustment for dilution related to divestiture of Engineering Solutions and OSTTRA | | | | | | | | | | | | | | | | | | | | 0.12 | | | | | | | | | |
| | Adjustment for plan tax rate | | | | | | | | | | | | | | | | | | | | 0.25 | | | | | | | | | |
| | Further Non-GAAP ICP Adjustments subtotal | | | | | | (119) | | | | | | | 7 | | | | | | | 0.37 | | | | | | | | | |
| | ICP Adjusted | | | | | $15,216 | | | | | | $7,737 | | | | | | $18.20 | | | | | | | 50.8% | | | |||
Note: Diluted weighted average shares outstanding of 305.1 million was used to calculate adjusted diluted earnings per share. For 2022, base year non-GAAP pro forma Adjusted EPS of $11.19 was calculated as article 11 S&P Global diluted EPS adjusted for non-GAAP pro forma adjustments. For pro forma to non-GAAP pro forma adjusted reconciliations refer to Exhibit 99.2 of the current report on Form 8-K furnished on August 2, 2022.
118 2026 Proxy Statement
APPENDIX A (continued)
| · Year ended December 31, 2025* · · · · Revenue · · · · EBITA(OperatingProfit) · · · · EBITA Margin(OperatingProfit Margin) · | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · Mobility · · · · (dollars in millions) · | |||||||||||||||||||||||
| | As reported | | | | | $1,747 | | | | | | $378 | | | | | | | 21.7% | | | ||
| | Non-GAAP Adjustments: | | | | | | | | | | | | | | | | | | | | | | |
| | Employee severance charges | | | | | | | | | | | | | 15 | | | | | | | | | |
| | Disposition-related costs | | | | | | | | | | | | | 7 | | | | | | | | | |
| | Executive Leadership Team transition benefit | | | | | | | | | | | | | (4) | | | | | | | | | |
| | Legal settlement recovery | | | | | | | | | | | | | (3) | | | | | | | | | |
| | Deal-related amortization | | | | | | | | | | | | | 303 | | | | | | | | | |
| | Non-GAAP adjustment subtotal | | | | | | 0 | | | | | | | 318 | | | | | | | | | |
| | Adjusted Results | | | | | $1,747 | | | | | | $697 | | | | | | | 39.9% | | | ||
| | Further Non-GAAP ICP Adjustments: | | | | | | | | | | | | | | | | | | | | | | |
| | Foreign exchange | | | | | | (10) | | | | | | | 2 | | | | | | | | | |
| | Short-term incentive overperformance | | | | | | | | | | | | | 2 | | | | | | | | | |
| | Unbudgeted strategic investments | | | | | | | | | | | | | 2 | | | | | | | | | |
| | Global and regulatory changes | | | | | | | | | | | | | (0) | | | | | | | | | |
| | Further Non-GAAP ICP Adjustments subtotal | | | | | | (10) | | | | | | | 5 | | | | | | | | | |
| | ICP Adjusted | | | | | $1,737 | | | | | | $702 | | | | | | | 40.4% | | | ||
2026 Proxy Statement 119
APPENDIX A (continued)
| · Year ended December 31, 2025* · · · · Revenue · · · · EBITA(OperatingProfit) · · · · EBITA Margin(Operating Profit Margin) · | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · Market Intelligence · · · · (dollars in millions) · | |||||||||||||||||||||||
| | As reported | | | | | $4,916 | | | | | | $991 | | | | | | | 20.2% | | | ||
| | Non-GAAP Adjustments: | | | | | | | | | | | | | | | | | | | | | | |
| | Employee severance charges | | | | | | | | | | | | | 56 | | | | | | | | | |
| | Acquisition-related costs | | | | | | | | | | | | | 21 | | | | | | | | | |
| | Disposition-related costs | | | | | | | | | | | | | 10 | | | | | | | | | |
| | Executive Leadership Team transition costs | | | | | | | | | | | | | 5 | | | | | | | | | |
| | Statutorily required labor law accrual adjustment | | | | | | | | | | | | | 3 | | | | | | | | | |
| | Gain on disposition | | | | | | | | | | | | | (3) | | | | | | | | | |
| | Deal-related amortization | | | | | | | | | | | | | 588 | | | | | | | | | |
| | Non-GAAP adjustment subtotal | | | | | | 0 | | | | | | | 680 | | | | | | | | | |
| | Adjusted Results | | | | | $4,916 | | | | | | $1,671 | | | | | | | 34.0% | | | ||
| | Further Non-GAAP ICP Adjustments: | | | | | | | | | | | | | | | | | | | | | | |
| | Foreign exchange | | | | | | (20) | | | | | | | 5 | | | | | | | | | |
| | Acquisitions and divestitures | | | | | | (11) | | | | | | | 1 | | | | | | | | | |
| | Short-term incentive overperformance | | | | | | | | | | | | | 16 | | | | | | | | | |
| | Unbudgeted strategic investments | | | | | | | | | | | | | 9 | | | | | | | | | |
| | Global and regulatory changes | | | | | | | | | | | | | (5) | | | | | | | | | |
| | Further Non-GAAP ICP Adjustments subtotal | | | | | | (31) | | | | | | | 27 | | | | | | | | | |
| | ICP Adjusted | | | | | $4,885 | | | | | | $1,698 | | | | | | | 34.7% | | | ||
120 2026 Proxy Statement
APPENDIX A (continued)
| · Year ended December 31, 2025* · · · · Revenue · · · · EBITA(OperatingProfit) · · · · EBITA Margin(OperatingProfit Margin) · | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · S&P Dow Jones Indices · · · · (dollars in millions) · | |||||||||||||||||||||||
| | As reported | | | | | $1,850 | | | | | | $1,271 | | | | | | | 68.7% | | | ||
| | Non-GAAP Adjustments: | | | | | | | | | | | | | | | | | | | | | | |
| | Employee severance charges | | | | | | | | | | | | | 4 | | | | | | | | | |
| | Acquisition-related costs | | | | | | | | | | | | | 1 | | | | | | | | | |
| | Deal-related amortization | | | | | | | | | | | | | 37 | | | | | | | | | |
| | Non-GAAP adjustment subtotal | | | | | | 0 | | | | | | | 42 | | | | | | | | | |
| | Adjusted Results | | | | | $1,850 | | | | | | $1,313 | | | | | | | 71.0% | | | ||
| | Further Non-GAAP ICP Adjustments: | | | | | | | | | | | | | | | | | | | | | | |
| | Foreign exchange | | | | | | (6) | | | | | | | 2 | | | | | | | | | |
| | Acquisitions | | | | | | (2) | | | | | | | 0 | | | | | | | | | |
| | Short-term incentive overperformance | | | | | | | | | | | | | 3 | | | | | | | | | |
| | Unbudgeted strategic investments | | | | | | | | | | | | | 2 | | | | | | | | | |
| | Global and regulatory changes | | | | | | | | | | | | | (0) | | | | | | | | | |
| | Further Non-GAAP ICP Adjustments subtotal | | | | | | (7) | | | | | | | 7 | | | | | | | | | |
| | ICP Adjusted | | | | | $1,843 | | | | | | $1,320 | | | | | | | 71.6% | | | ||
Note: The reconciliation table above relates to the 2025 S&P Dow Jones Indices STIC funding. S&P Dow Jones Indices non-GAAP ICP Adjusted EBITA achievement of $1,323 million disclosed on page 66 of this Proxy Statement, which relates to the 2023 S&P Dow Jones Indices Long-Term Performance Cash Awards, was calculated as Adjusted EBITA of $1,313 million, as reconciled above, further adjusted for an acquisition and allocation methodology change of $10 million.
2026 Proxy Statement 121 spglobal.com
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Online Go to www.envisionreports.com/spgi or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, U.S. territories and Canada Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/spgi 2026 Annual Meeting Proxy Card IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A The Board of Directors recommends a vote FOR each Director Nominee listed below, FOR Proposals 2 and 3, and AGAINST Proposals 4 and 5. 1. Election of Directors: For 01 - Marco Alverà 02 - Martina Cheung 03 - Jacques Esculier 04 - Stephanie Hill Against Abstain For 05 - Rebecca Jacoby 06 - Hubert Joly 07 - Ian Livingston 08 - Robert Moritz Against Abstain For 09 - Maria Morris 10 - Gregory Washington Against Abstain For 2. 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 2026; Against Abstain 4. Vote on a shareholder proposal to reduce the stock ownership threshold for calling a special shareholder meeting; 5. Vote on a shareholder proposal to issue a report on the Company’s charitable support; 6. Consider any other business, if properly raised. For Against Abstain B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please 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. Date (mm/dd/yyyy) — Please print date below. 049GTB Signature 1 — Please keep signature within the box. 1 U P X Signature 2 — Please keep signature within the box.
RETAIN THIS PROXY CARD TO ATTEND THE VIRTUAL ANNUAL MEETING ONLINE S&P Global Inc. Annual Meeting of Shareholders at 8:30 a.m. (EDT) on Wednesday, May 20, 2026 S&P Global’s Annual Meeting of Shareholders will be held in a virtual-only format. To attend, go online to https://meetnow.global/MQJTHK2 At 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 18, 2026. Plan shares cannot be voted during the Annual Meeting. The Notice and Proxy Statement for the Meeting of Shareholders are available online at www.edocumentview.com/SPGI IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. S&P Global Inc. Notice of Annual Meeting of
Shareholders Proxy Solicited by Board of Directors for Annual Meeting — May 20, 2026 The undersigned appoints Judah Bareli 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 8:30 a.m. (EDT), on May 20, 2026, or any adjournments 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 the matters 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 by the Company’s Board of Directors. Note to 401(k) Participants. Plan participants must vote by 5:00 p.m. (EDT) on May 18, 2026. 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 23, 2026. Under the Plan, you are a “named fiduciary” 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 manner in 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 these shares, 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 18, 2026. Any proxy you give will govern the voting of any shares you hold in this Plan. Any Plan shares for 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) C Non-Voting Items Change of Address — Please print new address below.Comments — Please print your comments below.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.