8-K - Directors Change - Key - 06.03.2013
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 28, 2013
Commission file number 001-32511
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IHS INC.
(Exact name of registrant as specified in its charter)
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Delaware (State or Other Jurisdiction of Incorporation or Organization) | | 13‑3769440 (I.R.S. Employer Identification Number) |
15 Inverness Way East
Englewood, CO 80112
(Address of principal executive offices)
(303) 790‑0600
(Registrant's telephone number, including area code)
Former name or former address, if changed since last report: Not Applicable
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On May 28, 2013, in accordance with the Amended and Restated Bylaws of IHS Inc. (the “Company”), the Board of Directors of the Company (the “Board”) unanimously adopted a resolution to increase the number of directors of the Company from nine to ten, effective as of June 1, 2013. Upon the recommendation of its Nominating and Corporate Governance Committee, the Board also unanimously adopted a resolution to elect Scott Key, who has assumed the role of President and Chief Executive Officer as part of the Company's previously announced CEO succession, as a director, effective June 1, 2013. Mr. Key's employment agreement dated October 31, 2007, as previously amended, shall remain in effect.
The press release issued by the Company on June 3, 2013, announcing Mr. Key's election to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated June 3, 2013.
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.
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| IHS INC. |
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Date: June 3, 2013 | By: | /s/ Stephen Green |
| | Stephen Green |
| | Executive Vice President, Legal and Corporate Secretary |