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Submission of Matters to a Vote of Security

The voting results for the matters voted on at the 2016 Annual Meeting of Stockholders held on April12, 2016 are as follows:

1.

Nine directors were elected to serve one-year terms as follows:

Nominee

Votes For

VotesAgainst

Abstentions

Broker

Non-Votes

Basil L. Anderson

160,618,975

2,417,190

64,588

11,257,147

Jorge A. Bermudez

162,636,513

397,847

66,393

11,257,147

Darrell Duffie, Ph.D.

162,638,434

399,087

63,232

11,257,147

Kathryn M. Hill

162,635,322

403,779

61,652

11,257,147

Ewald Kist

160,764,964

2,272,717

63,072

11,257,147

RaymondW.McDaniel,Jr.

162,343,201

685,541

72,011

11,257,147

HenryA.McKinnell,Jr.,Ph.D.

157,667,581

5,369,026

64,146

11,257,147

Leslie F. Seidman

162,636,580

388,172

76,001

11,257,147

Bruce Van Saun

162,542,043

493,830

64,880

11,257,147

2.

The appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year 2016 was ratified as follows:

Votes For

VotesAgainst

Abstentions

BrokerNon-Votes

173,059,626

819,209

479,065

3.

The advisory resolution approving executive compensation was approved as follows:

Votes For

VotesAgainst

Abstentions

BrokerNon-Votes

159,370,818

3,029,555

700,380

11,257,147

SIGNATURE

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 hereunto duly authorized.

MOODYS CORPORATION

By:

/s/ John J. Goggins

John J. Goggins

Executive Vice President and General Counsel

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