UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of ~~The~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): January 21, 2022

~~Date of Report (Date of earliest event reported):~~______________________

December 22, 2021

IHS MARKIT LTD.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Bermuda	~~001-36495~~	001-36495	~~98-1166311~~	98-1166311
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(I.R.S. Employer Identification Number)
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

4th Floor, Ropemaker Place

25 Ropemaker Street

London, England

EC2Y 9LY

(Address of principal executive offices and zip code)

+44 20 7260 2000

(Registrant’'s telephone number, including area code)

Former name or former address, if changed since last report: ~~Not Applicable~~N/A

______________________

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Shares, $0.01 par value per share

INFO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging ~~growth~~Growth ~~company~~ Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ o

~~Item~~ITEM 52.02. RESULTS ~~Departure~~OF ofOPERATIONS ~~Directors~~AND orFINANCIAL ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~CONDITION.

On ~~December~~January 2221, ~~2021~~2022, ~~the Human Resources Committee (the “Committee”) of the Board of Directors of~~ IHS Markit Ltd., a Bermuda exempted company ~~limited~~(“IHS byMarkit” ~~shares~~or ~~(the~~ “~~Company~~we”), ~~approved~~or certain actions for tax-planning purposes in order to mitigate adverse tax consequences to both the Company and certain employees of the Company under the excise tax regime of Sections 280G and 4999 of the Internal Revenue Code that could arise in connection with the merger transaction (the “~~Merger~~us”) ~~contemplated~~or ~~by the Agreement and Plan of Merger by and among the Company, S&P Global Inc., a New York corporation (~~“~~S&P Global~~our”), ~~and~~issued ~~Sapphire Subsidiary, Ltd.,~~ a ~~Bermuda~~media ~~exempted~~release ~~company~~announcing ~~limited~~earnings byfor ~~shares,~~the ~~dated~~fourth asquarter ofended November 2930, ~~2020 (as amended, the “Merger Agreement”)~~2021. ~~These~~In ~~actions include~~addition, ~~with~~we ~~respect~~posted to ~~Brian~~our ~~Crotty~~website ~~(Executive~~supplemental ~~Vice~~information ~~President,~~related ~~Resources), (i) the acceleration of the payment, on or prior~~ to ~~December 31,~~revenue ~~2021, of a $1,500,000 retention bonus that would have otherwise been earned~~ and ~~paid~~earnings ~~following~~provided ~~the~~by ~~12-month~~us. ~~anniversary~~The ofmedia ~~the~~release ~~consummation of the Merger, (ii) the acceleration~~ and ~~payment,~~supplemental oninformation ~~or prior to December 31, 2021, of $588,280 consisting of (x) $546,067 in 2021 annual bonus that would~~ have ~~otherwise~~ been ~~earned~~furnished ~~and paid on or before February 28, 2022, with deemed performance of 107.8% of target and (y) $42,213 in additional annual bonus at target reflecting a one month payment for December 2021~~ as ~~the~~exhibits ~~Company prepares~~ to ~~change~~this ~~its~~Form ~~financial year from December to November to January to December in connection with the completion of the Merger, (iii) the vesting and settlement, on or prior to December 31, 2021, of (x) 4,844 time~~8-~~vesting~~K ~~restricted stock unit awards (“RSUs”) that would have otherwise vested on February 1, 2022, (y) 3,060 RSUs that would have otherwise vested on February 1, 2023~~ and ~~(z)~~are ~~1,672~~posted ~~RSUs that would have otherwise vested~~ on ~~February 1, 2024 and (iv)~~ the ~~vesting~~investor ~~and~~relations ~~settlement,~~section ~~on or prior to December 31, 2021,~~ of ~~(x)~~our ~~5,836~~website ~~performance-based stock unit awards~~ (~~“PSUs”~~investor.ihsmarkit.com) that have already completed their performance period but that would have otherwise vested ratably on February 28, 2022, February 28, 2023 and February 28, 2024, (y) 13,360 PSUs in respect of the performance period ending November 30, 2022 (with deemed performance of 175% of target), of which 6,073 PSUs were also subject to ratable time-vesting over the three-year period following the end of the performance period and (z) 7,524 PSUs in respect of the performance period ending November 30, 2023 (with deemed performance of 150% of target) ((i) through (iv), collectively, the “280G Measures”). In ~~determining the level of deemed performance for the PSUs~~addition, the ~~Committee~~media ~~took~~release ~~into~~has ~~account~~been ~~the~~distributed ~~treatment~~through ofa ~~PSUs~~newswire ~~contemplated under the Merger Agreement~~release.

~~Item~~ITEM 97.01. ~~Financial~~REGULATION ~~Statements~~FD ~~and Exhibits~~DISCLOSURE.

~~(d) Exhibits~~The supplemental information furnished by us and posted to our website as described above under Item 2.02 is hereby incorporated by reference into this Item 7.01.

ExhibitNumber		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

~~SIGNATURE~~(d) Exhibits

Pursuant to the requirement 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.


Exhibit Number						Description
99.1						Media release dated January 21, 2022
99.2						Supplemental information dated January 21, 2022
101						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

The information furnished in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing.

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.


	IHS MARKIT LTD.

Date: January 21, 2022	By:	/s/ Jonathan Gear
		Jonathan Gear
		Executive Vice President and Chief Financial Officer

Date: December 27, 2021

IHS MARKIT LTD.

/s/ Sari Granat

Sari Granat

Executive Vice President, Chief Administrative Officer and General Counsel

Filing Compare · IHS Markit Ltd.