Good morning, and welcome to S&P Global's 2021 Annual Shareholders Meeting. I'd like to inform you that this meeting is being webcast. All participants are in a listen only mode. The meeting is being recorded and will be available for replay about 2 hours after the end of this meeting from S&P Global's website. To access the virtual meeting, including the webcast and slides, go to www.spglobal.com /proxy and click on the link for the virtual annual meeting online.
Please follow the instructions to join as a shareholder or as a guest. I'd now like to turn The call over to Tasha Matharu, Corporate Secretary of S&P Global. Ms. Matharu, you may begin.
Good morning. My name is Tasha Matharu, and I'm Corporate Secretary of S&P Global. It is my pleasure to welcome you to our 2021 Annual Meeting of Shareholders. Before passing the meeting over to our President and Chief Executive Officer, Doug Peterson, who will provide a business update on the company's accomplishments in 2020 and prospects for continued growth, I'm going to briefly address some of the virtual meeting logistics and provide some introductory remarks regarding the information presented during today's meeting. Due to ongoing public health concerns related to the COVID-nineteen pandemic and to protect the health and safety of our shareholders, employees, directors and community, This year's annual meeting is being held in a virtual only format over the Internet by live webcast and with no in person meeting.
This decision not to host an in person meeting is consistent with the latest guidance and directives from public health authorities and federal, state and local governments. The format of today's virtual only meeting has been designed to ensure that shareholders are afforded the same rights and opportunities to participate As they would have at an in person meeting, including with respect to asking questions. We very much welcome questions from shareholders. Shareholders who are logged in with a 15 digit control number will be able to submit written questions through the virtual meeting website. The icon appears as 2 gray chat bubbles Noted with a red circle and is located towards the top of your screen.
Shareholders may submit questions online at any time. However, we encourage you to submit them soon to ensure that we get to as many questions as possible in the time allotted. In the interest of a productive and orderly meeting, Please consult the 2021 Annual Meeting Rules of Conduct available under the Files section of the Virtual Meeting Center screen for guidelines and additional information regarding the process for submitting questions online. We appreciate your participation and courtesy in observing these rules of conduct. During the business portion of the Annual Meeting led by our Chairman, Richard Thornburg, shareholder questions will be limited to questions specifically pertaining to the proposals being considered at that After the formal portion of the meeting is adjourned, further time will be provided to address other shareholder questions during a general question and answer session led by our President and CEO, Doug Peterson.
We will answer as many questions that comply with the posted rules of conduct Time permits. Substantially similar questions may be summarized and grouped together to provide a single response, and we reserve the right to exclude questions that are not relevant to the business of the meeting or otherwise inappropriate. In today's presentation, we may provide adjusted financial information. This information is provided to enable investors The earnings releases for Q4 2020 and Q1 2021 contain exhibits that reconcile the non GAAP measures and comparable financial measures calculated in accordance with U. S.
GAAP. Before we begin the formal part of today's meeting, let me provide certain cautionary remarks about forward looking statements that may be made during this annual meeting and during our CEO, Justin, remarks. Except for historical information, the matters discussed during today's meeting may contain forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections, estimates and descriptions of future events. Any such statements are based on current expectations and Current economic conditions and are subject to risks and uncertainties that may cause actual results to differ materially from the results anticipated in these forward looking statements. We direct listeners and the audience to the cautionary statements contained in our periodic reports filed with the United States Securities and Exchange Commission.
As announced late last year, S&P Global and IHS Markit entered into a definitive merger agreement. In March, shareholders of both Companies overwhelmingly voted in favor of the merger. The merger is pending regulatory approval, and we expect to close in the second half of twenty twenty one. Please note that this meeting does not constitute an offer to sell or buy or the solicitation of any offer to buy or sell any securities, Nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such Jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933.
In connection with the proposed merger between S&P Global and IHS Markit, S&P Global and IHS Markit have filed a registration statement on Form S-four with the SEC, which includes a joint proxy statement and a prospectus. S&P Global and IHS Markit have filed other documentation regarding the proposed transaction with the SEC. Investors and security holders of S&P Global IHS Markit Stock are encouraged to carefully read this entire registration statement and joint proxy statement prospectus, which is available on our website atsec.gov. I would also like to call your attention to a European regulation. Any investor who has or expects to obtain ownership of 5% or more of S&P Global should call Chip Merritt, Senior Vice President, Investor Relations at plus 1 212-438-4321 or email chip.meritspglobal.com to better understand the impact of this legislation on the investor and potentially the company.
We're aware that we do have some media representatives with us on the call. However, this call is intended for investors, and we would request that questions from the media be directed to Dave Guarino at plus 1- 201-755-5334. With that, let me turn the meeting over to our President and Chief Executive Officer, Doug Peterson. Doug?
Thank you, Tasha, and hello to everyone on the webcast. Thank you for joining us and for your continued support of our company. This is our 2nd virtual annual meeting because of the pandemic. We hope you're staying healthy and doing well. This morning, I want to briefly review our performance over the past year and discuss how we're managing our company to realize our vision of powering the markets to the future.
Then our Chairman, Dick Thornburg, We'll conduct the business of the meeting. After the business portion of the meeting, I'll take your questions. Before we get to that, I want to acknowledge Ed Haldeman, our former nonexecutive Chairman. Ed is retiring from our Board and not standing for reelection at this meeting. His leadership, advice and experience have been tremendously valuable to me, the Board and the company.
Thank you, Ed. We all know how incredibly difficult 2020 and the start of this year have been on everyone. And during this time, our people showed tremendous resilience. They remain focused on supporting each other, our customers and our communities. They increased the frequency and availability of research and insights related to the impact of COVID.
They demonstrated operational excellence as we quickly pivoted to a work from home model and continued our digital transformation, and they deepen partnerships to help our communities navigate health and social issues. We thank our colleagues for everything they continue to do. Resilience has and continues to be not only a hallmark of our people, but of our business model as well. We generate about 70% of our revenue from subscriptions, non transaction and asset linked fees. After we close our merger with IHS We expect the company's recurring revenue to increase to 76%.
Another strength of our company is the wide range of sectors we serve. Some people hear the name S and P Global and they think Wall Street or Financial Services. The truth is we serve a diverse set of industries. In fact, Non financial corporates represent almost 60% of our revenue. The durability of our business model and the ongoing need for our essential intelligence to help companies, Governments and investors make decisions with conviction proved to be a winning combination last year.
While the pandemic crippled many businesses and industries, S and P Global delivered exceptional financial performance. Last year, revenue was up 11% and our adjusted diluted earnings per share increased 23%. All four businesses contributed with growth in both revenue and adjusted operating profit. In addition, we generated $3,300,000,000 of free cash flow and returned $1,800,000,000 through share repurchases and dividends. Speaking of winning combinations, we're very excited about our merger agreement with the IHS Markit.
The more we get to know the business and the people, the more excited we are. The transaction creates businesses with increased scale and world class products across financial information and services, ratings, indices and commodities and energy. In addition, our combined companies will have differentiated solutions in high growth sectors. We'll have capabilities help customers address the big themes that will power the markets to the future, from ESG and energy transition to transportation and engineering And from private company data and supply chain analytics to credit and risk management data, and we'll have the ability to leverage all these data sets and analytics across our global distribution channels and platforms. All of this makes for a very compelling story for our customers, for employees and for our shareholders.
We've been making important progress toward closing, which we still expect to occur in the second half of this year. On March 11, the shareholders of both companies overwhelmingly approved the transaction. Approximately 99% of shareholders voted in favor of our merger. We thank you for your strong support. We've begun the work to make sure when we combine our companies, we have the culture, Purpose and values in place to position us for success.
The new company will continue forward with a disciplined capital allocation framework, a people first approach and sustainable business practices. Last month, we demonstrated our commitment to sustainability with the announcement of our 1 point $5,000,000,000 sustainability linked credit facility. It's the 1st sustainability linked banking facility in the information services sector. And in the coming weeks, we'll demonstrate our commitment to helping build a more sustainable and equitable society when we publish our impact report. The data and stories in this report explain our strategic priorities and approach to delivering long term value for all our stakeholders.
Today, we also celebrate the S and P Global brand and our common purpose. 5 years ago at this meeting, You approved the change of our name from McGraw Hill Financial to S&P Global. Our purpose, which we express as accelerating progress in the world with our essential intelligence, has never been more compelling. Later this year, we expect to take another step in fulfilling our purpose by closing the IHS Markit deal and beginning the next chapter of our transformation. To understand where we're headed, it's useful to understand where we've been.
80 years ago, 2 business leaders brought their companies together. When Standard Statistics and Poor's Publishing merged all those years ago, The principles of integrity, independence and insights were especially relevant at a time of so much uncertainty in the world. Today, the need for trusted data benchmarks and analytics endures. Looking ahead, with the announcement last week of our Q1 results, I'm pleased to say we're off to a great start to 2021 with strong financial performance. And we raised our annual guidance for 2021 because we now have expectations for greater revenue growth, primarily due to improved outlook in ratings and indices.
The second column shows our new 2021 adjusted guidance. During this time last year, there was significant uncertainty created by the pandemic. Now that we have more clarity, our outlook, not only for our business, but for the global economy is cautiously optimistic. As COVID vaccine distribution continues, We'll gradually see businesses and sectors hit hardest by the pandemic pick up. In 2021, we expect a rebound in the global economy.
Last year, global economic growth declined 3.5%, and this year, we estimate global growth of 5.5%. Against this backdrop, with a proven strategy, a resilient business model and a great team, we're in an excellent position to power the markets of the future. Thank you to our shareholders and to all our stakeholders for your valued partnership. With that, let me turn the floor back over to Tasha to open the business portion of our meeting.
Thanks, Doug. We will now begin the business portion of today's annual meeting. Please be advised that we have certified list The shareholders of record is of the close of business on March 22, 2021, who are entitled to vote at this Annual Shareholders' Meeting. Such lists are available for inspection by any shareholder using the link provided under the Files section of the Virtual Meeting Center screen. Copies of the notice of meeting, proxy materials, annual report, rules of conduct and affidavits of mailing relating to this annual meeting are also available by link under the Files section of the Virtual Meeting Center screen.
The affidavits will be filed with the records of the Annual Meeting. The Board of Directors has designated a representative of Computer Share Trust Company to act as Inspector of Election for the Annual Meeting. Elizabeth Waterhouse, a representative of Computershare Trust Company is available in virtual meeting apologies available in virtual attendance today. Ms. Waterhouse has been duly sworn in and her oath will be also filed with the records of the annual meeting.
In addition, shares of common stock Mr. Chairman, The Annual Meeting has been duly convened, a quorum is present and the business of the Annual Meeting may proceed. Ladies and gentlemen, I'll now pass the business portion of today's meeting over to our Chairman, Mr. Richard Thornburg?
Thank you, Tasha, and good morning. My name is Richard Thornburg, Chairman of S&P Global. With a quorum present, I call the meeting to order. Before we begin the formal part of today's meeting, I would like to introduce you to your directors, all of whom are present on the line and in virtual attendance today. We have an outstanding Board whose expertise, Global perspective, diversity and leadership are a tremendous source of pride for our corporation.
In addition to Doug Peterson, who opened the meeting and is a Director as well as President and Chief Executive Officer, I would like to introduce the 10 independent directors We will stand for election today along with Doug and me. Marco Alvaro, Chief Executive Officer of Snam Bill Amelio, Co Chief Executive Officer and Executive Chairman, double check. Bill Green, former Chief Executive Officer and Chairman of Accenture Stephanie Hill, Executive Vice President, Rotary and Mission Systems of Lockheed Martin Rebecca Jacoby, Former Senior Vice President, Operations of Cisco Systems. Monique LaRoe, Vice Chair, Fiera Holdings Ian Livingston, Non Executive Director and Chairman, Dickson's Carphone PLC Maria Morris, former Executive Vice President, Global Employee Benefits of MetLife Ed Rust, former Chairman and Chief Executive Officer and Chairman, Emeritus, State Farm Kurt Schmoke, President of the University of Baltimore. In this quarter, we have a world class board.
All of our directors have broad experience, excellent judgment and take their fiduciary responsibilities very seriously. The appointments of 6 new directors over the past 5 years, including the addition of Ian Livingston in September of last year have further strengthened our talented Board and demonstrate our ongoing commitment to bring leaders of diverse backgrounds, perspectives and experiences into the boardroom. At this time, I want to echo Doug's remarks about Ed Haldeman, our former Non Executive Chairman, who is retiring from the Board today. Ed joined the Board in 2012 and served as the Board's 1st independent non executive Chairman from April 2015 to the September 2020. He is a highly accomplished business leader with invaluable experience in the financial services and capital markets industry, as well as extensive executive leadership and corporate governance experience.
On behalf of the Board, I want to thank Ed for his distinguished service And innumerable contributions to this company over the many years as well as for his friendship. He has served the company and our shareholders with extraordinary integrity and commitment, And I am proud to be following in Ed's footsteps. We will now proceed to the formal business of our annual meeting. The purpose of which is to 1, elect 12 directors 2, approve on advisory basis the executive compensation program for the company's named executive officers. 3, ratify the selection of Ernst and Young LLP as our independent auditor for 2021 4th, approve on an advisory basis the company's greenhouse Gas admissions reduction plan 5th, vote on a shareholder proposal to transition to a public Benefit Corporation.
And 6th, take up any other business matter that may properly become before this meeting. It is now 11/19 Eastern Daylight Savings Time on May 5, 2021, and the polls have been opened for voting in all matters. All shareholders who are entitled to vote and who join today's virtual meeting using their 15 digit control number Have the ability to vote online. If you have already voted, your vote is being counted and there is no need to vote again. If you have not yet voted or if you want to change your previously casted vote, please do so by selecting the Cast Your Vote link on the virtual meeting website.
This link will be available until we announce the closing of the polls after the presentation of all matters for shareholder consideration. Please remember that if you have already sent in a proxy or voted by telephone or over the Internet, it is not necessary to vote again. Once the polls close, the Inspector of Election will provide her preliminary As a reminder, please note that time will be provided for specific questions relating to each of the proposals as they are introduced. Further time will then be provided to shareholders wishing to ask other questions during the general Q and A session led by Doug Peterson at the end of the formal portion of today's meeting. The first item to be voted upon is the election of 12 directors, among whom I am included.
Names of the 12 directors nominated for election are Marco Alvaro, William J. Emilio, William D. Green, Stephanie C. Hill, Rebecca Jacoby, Monique F. Leroux, Ian P.
Livingston, Maria R. Morris, Douglas L. Peterson, Edward B. Russ Jr, Curt L. Schmoke and Richard E.
Thornburg. We will now take a moment to confirm whether there are any questions or comments regarding the election of these 12 directors.
Mr. Chairman, there are no shareholder questions related to this proposal.
Since there is no further discussion on this Proposal, I declare the voting closed on this item. The second item to be voted upon is the proposal to approve on an advisory basis The executive compensation program for the company's named executive officers. We will now take a moment to confirm whether there are any questions or comments Regarding to this item.
Mr. Chairman, there are no shareholder questions or comments related to this proposal.
Since there is no further discussion on this proposal, I declare the voting closed on this item. The 3rd item to be voted upon is the ratification of the selection of Ernst and Young LLP as the company's independent auditor for 2021. Ken Marshall, Jennifer Jackson and Morne Grobler, the partners of Ernst and Young We will now take a moment to confirm whether there are any questions or comments relating to this item.
Mr. Chairman, the following question has been submitted online by Cathy Dakoff. It reads, under what circumstances would the audit committee recommend
I will take that question. We would consider a change. The audit committee looks at it every year. A number of factors are reviewed, including independence, Familiarity with operations, their global ability and capabilities, expertise, tenure, Quality of the team assigned to the audit, and we have a detailed explanation starting on Page 114 of the proxy to address this issue. And of course, the auditor is ratified by our shareholders every year.
There'd be no further questions or comments. We'll now move on to the next proposal. The 4th item to be voted upon is the approval on an advisory basis of the company's greenhouse gas emissions reduction plan. We will now take a moment to confirm whether there are any questions or comments relating to this item.
Mr. Chairman, no Shareholder questions or comments have been submitted related to this proposal.
Since there are no further discussions on this proposal, I The 5th item to be voted upon is a shareholder proposal to transition to a public benefit corporation. I understand Frederick Alexander is prepared to present this proposal on behalf of the shareholder proponents, James McRitchie and Myra K. Young. I would like to give Mr. Alexander an opportunity to make a statement in support of this proposal at this time if he so desires.
Mr. Alexander, I will now open the line for you to present the shareholder proposal. In accordance with the Annual Meeting rules of conduct, Three minutes have been allocated to you to present your statement.
Thank you, Mr. Chair. My name is Rick Alexander. I'm the CEO of the Shareholder Commons. And as you said, I'm here today on behalf of James McRitchie and Myra Young to present Proposal 5, requesting the company become a public benefit corporation in order to elevate the interests of all its stakeholders.
Let me just say, pause and say congratulations on the vote you achieved in the merger. That's an exciting deal. I hope that In completing that merger, you give extraordinary consideration to the hard working employees of both companies. As I know, there have been a great deal of so called synergies reported in the press in connection with that merger. Back to the proposal.
Today, the company is a conventional New York Business Corporation, and as such, it's allowed to consider the interest of all stakeholders, including employees, but it can prioritize shareholders. And in fact, the corporate governance guidelines of the company Indicate that it does so as it says specifically, and I quote, the Board recognizes that the interest of the corporation's shareholders or advanced by also considering the interest of stakeholders. But look, the guidelines say, the Board is to use their business judgment to direct the company to act in the best interest of the corporation and its shareholders, not other stakeholders. So even though the Board can consider Like employees and like the environment, shareholders always get priority. This rule called shareholder primacy requires a company to optimize financial return.
The proposal requests that the S and P change this priority by converting to a benefit corporation as New York Business Corporation Law allows it to do. Such a corporation rejects shareholder primacy. Now why is this change important to the shareholders? Well, the prioritization of financial return That's under shareholder primacy, can be very harmful to the economy, society and the planet. But the proposal is not meant to appeal To shareholders' altruism, the fact is that the company first principle actually harms most shareholders because they have diversified portfolios with investments in many companies and these portfolios suffer when the economy as a whole suffers from the systemic threats that shareholder primacy is responsible for.
Think about it. As the CEO said in his report, Most of S and P's work involves tools that help companies and investors focus on the impacts that companies have on stakeholders And on the environment and social systems, the business effects that decisions that investors and corporations make with respect to critical issues Like climate change, inequality, human rights and biodiversity loss, all are affected by our products. As the CEO described, S and P has become a critical gatekeeper for sustainability issues. It is in the interest of all stakeholders, including The company's diversified shareholders that it used this role in a manner that supports the health of critical social and environmental systems and not simply as a way to increase its own financial return. Conversion to a benefit corporation would help to make this happen.
However, the vote comes out today, Mr. Chairman, I hope that management and the Board take some time in this time of transition to really focus on what they might do differently as a benefit corporation as many companies are converting to benefit corporations in Management Directed Initiatives. I've helped draft statutes around the country, around the world and helped many companies make this conversion, And I certainly offer my own assistance if there's any way that would help to think this through. So let me just end by saying by voting for Proposal 5, shareholders can urge S and P to become a benefit corporation as thousands of corporations have already done and helps the lives of stakeholders and help environment and society. I hereby move the vote on proposal 5.
Thank you, Mr. Chairman.
This now concludes the time allotted for Mr. Alexander's statement in support of the shareholder proposal. Mr. Chairman, please proceed with the introduction of the vote.
Well, thank you, Mr. Alexander for your comments and your offer of assistance. The Board of Directors, as noted in the proxy, recommends a vote against this proposal. Detailed reasons for this recommendation are laid out the proxy statement you received, which is also available on the virtual meeting website. We will now take a moment to confirm whether there are any additional questions or comments related
Mr. Chairman, there are no shareholder questions or comments related to this proposal.
This is the last proposal before shareholders for approval at the Annual Meeting. Since no questions or comments have been submitted on this proposal, I will now proceed with the closing of the voting polls. The polls are about to close, so if you have not yet voted, please Do so now. Since everyone has had the opportunity to vote, it is now 11:30 8 am Eastern Daylight Savings Time and the polls are closed effectively immediately. This concludes the voting on all formal business items.
Any votes cast online during the Annual Meeting will be taken into account by the Inspector of Election in the final tally of votes. However, they are not expected to change the outcome of today's results. The preliminary tally of votes by the Inspector of Election shows that On item 1, the 12 persons nominated as directors of S&P Global Inc. Have been elected. On item number 2, the proposal to approve on an Advisory basis, the executive compensation program, the company's named executive officers has been approved.
Item 3, the ratification of the selection of Ernst and Young LLP as the company's independent auditor for 2021 has been approved. The 4th item, the proposal to approve on an advisory basis, the company's greenhouse gas emission reduction plan has been approved. On item number 6, the shareholder proposal to transition to a public benefit corporation Has not been approved. The certificate of inspection of election will be filed with the records of the meeting and on and the final results will be available on or before May 10 in a Form 8 ks filing. There being no further business, the formal part of the annual meeting is concluded.
I now declare the meeting adjourned. Before passing the meeting over to Doug Peterson, let me take a moment to thank our shareholders for their continued support, The number of shares voted and the support demonstrated for the slate of directors is very much appreciated. Doug will now lead a general question and answer session to address any other shareholders' questions or comments relevant to the business of today's meeting. Doug?
Thank you, Dick. We will now open the meeting to questions. Tasha?
Thanks, Doug. We will now proceed to answer as many questions as possible submitted in accordance with the Annual Meeting rules of conduct. Monitoring the message board now, I see that we do not have any additional questions submitted by shareholders, and we also did not receive any questions in advance.
Since there are no comments or questions, we thank you for being a part of this meeting and for your support of S&P Global. Let me add that if there are additional questions or if your questions weren't fully answered, we encourage you to reach out to our corporate secretary or to our Investor Relations team directly. Their contact information is available on our Investor Relations website and it's in our proxy statement. We value your feedback. Thank you all very much.
That concludes this morning's call. A PDF version of the presenters' slides is available for downloading from investor. Spglobal.com. A replay of this call will be available in about 2 hours. The replay will be maintained on S&P Global's website for 12 months from today.
On behalf of S&P Global, we thank you for participating and wish you a good day.