Form DEF 14A IHS Markit Ltd. For: Apr 11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                                          Filed by a Party other than the Registrant  ☐

Check the appropriate box:

IHS MARKIT LTD.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

4th Floor, Ropemaker Place

25 Ropemaker Street

London EC2Y 9LY

United Kingdom

February 27, 2019

Dear IHS Markit Shareholder:

We are pleased to invite you to attend the 2019 Annual General Meeting of Shareholders of IHS Markit Ltd.

The meeting will be held on Thursday, April 11, 2019, at 9:00 a.m., local time, at the IHS Markit corporate headquarters, 4th Floor, Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY, United Kingdom.

The enclosed Notice of Annual General Meeting of Shareholders and related materials describe the business that we will conduct at the meeting and the proposals that the shareholders of IHS Markit will consider and vote upon. IHS Markit’s audited consolidated financial statements for the year ended November 30, 2018 and the auditor’s report thereon will be available to shareholders at the meeting.

Each shareholder of record has the opportunity to vote in person at the meeting. If you plan to attend the meeting in person, you will need to request an admission ticket in advance. You can request a ticket in advance by following the instructions under “Admission and Ticket Request Procedure” in the proxy statement.

Whether or not you plan to attend the meeting in person, it is important that your shares be represented and voted at the meeting. Accordingly, if you have elected to receive your proxy materials by mail, please date, sign and return the proxy card. If you received your proxy materials over the internet, please submit your voting instructions by internet or by telephone in accordance with the instructions provided in the notice of internet availability of proxy materials that you received in the mail. If your shares are held in the name of a bank or broker, submitting your voting instructions by mail, telephone or internet will depend on the processes of the bank or broker, and you should follow the instructions you receive from your bank or broker. Returning the proxy card or otherwise submitting your proxy does not deprive you of your right to attend the meeting and vote in person. If you decide to attend the meeting in person, you will be able to revoke your proxy and vote in person. Any signed proxy returned and not completed will be voted by management in favor of all proposals presented in the proxy statement.

Contact us if we can explain any of these matters or otherwise help you with your voting instructions or attending the meeting.

Remember that your shares cannot be voted unless you submit your proxy or attend the meeting in person. Your participation is important to all of us at IHS Markit, so please review these materials carefully and submit your voting instructions.

We look forward to hearing from you or seeing you at the Annual Meeting.

IHS MARKIT LTD.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY given that the Annual General Meeting of Shareholders (the “Annual Meeting”) of IHS Markit Ltd. (“IHS Markit” or the “Company”) will be held on April 11, 2019 beginning at 9:00 a.m., local time, at the IHS Markit corporate headquarters, 4th Floor, Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY, United Kingdom.

The Company is holding this Annual Meeting for the following purposes:

1. To elect a total of four Class II directors to serve until the next Annual General Meeting of Shareholders or until their respective offices shall otherwise be vacated pursuant to the Company’s bye-laws;

2. To approve the appointment of Ernst & Young LLP as the Company’s independent registered public accountants until the close of the next Annual General Meeting of Shareholders and to authorize the Company’s Board of Directors, acting by the Audit Committee, to determine the remuneration of the independent registered public accountants;

3. To approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers;

4. To approve amendments to the Company’s bye-laws to implement “proxy access” and related changes; and

5. To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

The Company’s audited consolidated financial statements for the year ended November 30, 2018, together with the auditor’s report thereon, will be presented at the Annual Meeting.

IHS Markit’s Board of Directors has fixed the close of business on February 14, 2019 as the record date (the “Record Date”) for the determination of the shareholders entitled to receive notice and to vote at the Annual Meeting or any adjournment or postponement thereof. For 10 days prior to the Annual Meeting, a complete list of shareholders entitled to vote at the Annual Meeting will be available for shareholders to review for purposes relevant to the meeting. To arrange to review that list, contact: Company Secretary, c/o Legal Department, IHS Markit Ltd., 4th Floor, Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY, United Kingdom or by email to [email protected].

The Annual Meeting is open to all shareholders of record or their authorized representatives. Each shareholder of record has the opportunity to vote in person at the meeting. If you plan to attend the meeting in person, you will need to request an admission ticket in advance. You can request a ticket in

advance by following the instructions under “Admission and Ticket Request Procedure” in the attached proxy statement. The Company Secretary must receive your written request for an admission ticket on or before April 5, 2019. If you hold your IHS Markit common shares through a brokerage account (in “street name”), your request for an admission ticket must include a copy of a brokerage statement reflecting share ownership as of the Record Date. Your ticket will be sent to you prior to the meeting if you follow these instructions. Don’t forget your ticket and government-issued photo identification. You will not be admitted to the meeting if you do not have your ticket and photo identification. Contact us if we can explain any of these matters or otherwise help you with your voting instructions or attending the Annual Meeting.

Even if you plan to attend the Annual Meeting in person, we hope that you will promptly provide your voting instructions by submitting your proxy by completing, dating, signing, and returning the enclosed Proxy Card by mail, or by submitting your voting instructions by telephone or internet, or, if you hold your shares in the name of a bank or broker, by following the instructions you receive from your bank or broker. Returning the proxy card or otherwise submitting your proxy does not deprive you of your right to attend the meeting and vote in person. If you decide to attend the meeting in person, you will be able to revoke your proxy and vote in person. Any signed proxy returned and not completed will be voted by management in favor of all proposals presented in the proxy statement.

No weapons, cameras, audio or video recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Annual Meeting. Please note that, for security reasons, all bags may be searched. We will be unable to admit anyone to the Annual Meeting who does not comply with these security procedures. No one will be admitted to the Annual Meeting once the meeting has commenced.

Submitting voting instructions by proxy will not limit your rights to attend or vote at the Annual Meeting.

Important notice regarding the availability of proxy materials for the Annual Meeting to be held on April 11, 2019: The Proxy Statement and our 2018 Annual Report for the year ended November 30, 2018 are available at http://investor.ihsmarkit.com.

Table of Contents

IHS MARKIT LTD.

PROXY STATEMENT FOR

ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 11, 2019

INFORMATION CONCERNING PROXY SOLICITATION

AND VOTING

This Proxy Statement is being furnished to you in connection with the solicitation by the Board of Directors of IHS Markit Ltd., a Bermuda company, of proxies for the 2019 Annual General Meeting of Shareholders (the “Annual Meeting”) and any adjournments or postponements thereof. The Annual Meeting will be held on Thursday, April 11, 2019, 9:00 a.m. local time, at the IHS Markit corporate headquarters, 4th Floor, Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY, United Kingdom.

This Proxy Statement, the IHS Markit Annual Report on Form 10-K for the year ended November 30, 2018 (the “Annual Report”), and the accompanying Proxy Card are being first sent to shareholders on or about February 27, 2019. We are providing notice and electronic access to our proxy materials to our shareholders. The notice will be mailed on or about February 27, 2019. The notice contains instructions regarding how to access and review our proxy materials over the internet or receive a hard copy. The notice also provides instructions regarding how to submit a proxy over the internet. We believe that this process allows us to provide shareholders with important information in a timely manner, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.

On July 12, 2016, we completed a merger between IHS Inc. (“IHS”), Markit Ltd. (“Markit”), and Marvel Merger Sub, Inc., an indirect and wholly owned subsidiary of Markit Ltd. (the “Merger”). Upon completion of the Merger, Markit Ltd. became the public combined group holding company and was renamed IHS Markit Ltd. IHS Inc. was treated as the acquiring entity for accounting purposes, which is reflected in the results of operations, financial position, financial statements, and Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Annual Report.

References in this Proxy Statement to “we,” “us,” “our,” the “Company,” and “IHS Markit” refer to IHS Markit Ltd. and our consolidated subsidiaries.

We operate on a November 30 fiscal year-end. Unless otherwise indicated, references in this Proxy Statement to an individual year means the fiscal year ended November 30. For example, “2018” refers to the fiscal year ended November 30, 2018 and “2017” refers to the fiscal year ended November 30, 2017.

Appointment of Proxy Holders

The Board of Directors of IHS Markit (the “Board of Directors” or “Board”) asks you to appoint the following individuals as your proxy holders to vote your shares at the Annual Meeting:

Lance Uggla, Chairman and Chief Executive Officer;

Todd Hyatt, Executive Vice President and Chief Financial Officer; and

Sari Granat, Executive Vice President, Chief Administrative Officer and General Counsel.

1

You may make this appointment by using one of the methods described below. If appointed by you, the proxy holders will vote your shares as you direct on the matters described in this Proxy Statement. In the absence of your direction, they will vote your shares if you sign the proxy card as recommended by the Board.

Unless you otherwise indicate on the Proxy Card, you also authorize your proxy holders to vote your shares on any matters not known by the Board at the time this Proxy Statement was printed and that, under our amended and restated bye-laws (“bye-laws”), may be properly presented for action at the Annual Meeting.

Who Can Vote

Only shareholders who owned our common shares at the close of business on February 14, 2019—the Record Date for the Annual Meeting—can vote at the Annual Meeting.

Each holder of our common shares is entitled to one vote for each share held as of the Record Date. As of the close of business on the Record Date, we had 424,625,307 common shares issued and outstanding and entitled to vote, including 25,219,470 issued and outstanding common shares held by the Markit Group Holdings Limited Employee Benefit Trust (the “EBT”). The trustee of the EBT may not vote any common shares held by the EBT unless we direct otherwise. We intend to direct the EBT to vote the common shares held by the EBT on each proposal at the Annual Meeting in accordance with the percentages voted by other holders of common shares on such proposal.

Our common shares are listed on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “INFO.”

How You Can Vote

The common shares represented by any proxy in the enclosed form will be voted in accordance with the instructions given on the proxy if the proxy is properly executed and is received by us prior to the close of voting at the Annual Meeting or any adjournment or postponement thereof. Any proxies returned without instructions will be voted FOR the proposals set forth in the Notice of Annual General Meeting of Shareholders.

Revocation of Proxies

A shareholder giving a proxy may revoke it at any time before it is exercised. A proxy may be revoked by:

(i) filing with the Secretary of the Company prior to the Annual Meeting a written notice of revocation by mail to IHS Markit Ltd., Attention: Company Secretary, c/o Legal Department, IHS Markit Ltd., 4th Floor, Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY, United Kingdom;

(ii) submitting a duly executed proxy bearing a later date that we receive prior to the conclusion of voting at the Annual Meeting;

(iii) attending the Annual Meeting and voting in person; or

(iv) logging onto www.proxyvote.com in the same manner you would to submit your proxy electronically or calling 1-800-690-6903, and in either case following the instructions to revoke or change your voting instructions.

2

Quorum

Two or more persons present at the start of the Annual Meeting and representing, in person or by proxy, in excess of 50 percent of the total issued common shares in the Company entitled to vote at the Annual Meeting (including the common shares held by the EBT) shall form a quorum for the transaction of business at the Annual Meeting.

If you indicate an abstention as your voting preference, your shares will be counted toward a quorum but they will not be voted on any given proposal (see “—Required Vote” below). “Broker non-votes” (see “—Required Vote” below) will be counted as common shares that are present for the purpose of determining the presence of a quorum but will have no effect with respect to any matter for which a broker does not have authority to vote.

Required Vote

For Proposal 1, the election of our Class II directors, each person receiving a majority of the votes cast (the number of shares voted “for” a director must exceed the number of shares voted “against” that director) will be elected as a Director. You may instruct to vote “for” or “against,” or “abstain” from voting for each of the nominees to become a director. If you “abstain” from voting with respect to the proposal, your vote is not considered a vote cast and will have no effect for such proposal.

For Proposal 2, approval of the appointment of our independent registered public accountants, the affirmative vote of a majority of the votes cast on the issue, either in person or by proxy, will be required to approve. You may instruct to vote “for” or “against,” or “abstain” from voting on the proposal. If you “abstain” from voting with respect to the proposal, your vote is not considered a vote cast and will have no effect for such proposal.

For Proposal 3, advisory vote on the compensation of the Company’s named executive officers, the affirmative vote of a majority of the votes cast on the issue, either in person or by proxy, will be required to approve. You may instruct to vote “for” or “against,” or “abstain” from voting on the proposal. If you “abstain” from voting with respect to the proposal, your vote is not considered a vote cast and will have no effect for such proposal.

For Proposal 4, approval of amendments to the Company’s bye-laws to implement “proxy access” and certain related changes, the affirmative vote of not less than 66-2/3 percent of the votes attaching to all shares in issue, either in person or by proxy, will be required to approve. You may instruct to vote “for” or “against,” or “abstain” from voting the proposal. If you “abstain” from voting with respect to the proposal, your vote will have the same effect as a vote “against” such proposal.

Brokers cannot vote your shares on “non-routine” matters without your voting instructions. In those cases, if you do not provide your broker or other nominee with instructions on how to vote your shares, it will be considered a “broker non-vote” and your broker or nominee will not be permitted to vote those shares. Your broker or nominee will be entitled to cast uninstructed votes only on Proposal 2, the approval of the appointment of our independent registered public accountants.

We encourage you to provide instructions to your broker regarding the voting of your shares.

Solicitation of Proxies

We will pay the expenses of soliciting proxies. Proxies may be solicited in person or by mail, telephone and electronic transmission on our behalf by directors, officers or employees of IHS Markit or its

3

subsidiaries, without additional compensation. We will reimburse brokerage houses and other custodians, nominees and fiduciaries that are requested to forward soliciting materials to the beneficial owners of the common shares held of record by such persons.

Multiple Shareholders Sharing the Same Mailing Address

Multiple IHS Markit shareholders who share an address may receive only one copy of this Proxy Statement and the Annual Report, unless the shareholder gives instructions to the contrary. This delivery method, called “householding”, will not be used if we receive contrary instructions from one or more of the shareholders sharing a mailing address. We will deliver promptly a separate copy of this Proxy Statement and the Annual Report to any IHS Markit shareholder who resides at a shared address and to which a single copy of the documents was delivered if the shareholder makes a request by contacting the Company Secretary, c/o Legal Department, IHS Markit Ltd., 4th Floor, Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY, United Kingdom or by telephone at +44 207 260 200 or by email at [email protected].

If your household has received multiple copies of the Annual Report and Proxy Statement, you can request the delivery of single copies in the future by marking the designated box on the attached proxy card.

If you own common shares through a bank, broker or other nominee and receive more than one Annual Report and Proxy Statement, contact the holder of record to eliminate duplicate mailings.

Available Information

IHS Markit makes available free of charge through its website at http://investor.ihsmarkit.com, its Annual Reports to Shareholders, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and form of proxy and all amendments to these reports no later than the day on which such materials are first sent to shareholders or made public. Further, IHS Markit will provide, without charge to each shareholder upon written request, a copy of IHS Markit’s Annual Reports to Shareholders, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and form of proxy and all amendments to those reports. Written requests for copies should be addressed to the Company Secretary, c/o Legal Department, IHS Markit Ltd., 4th Floor, Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY, United Kingdom. Requests may also be directed via e-mail to [email protected]. Copies may also be accessed electronically by means of the U.S. Securities and Exchange Commission’s (“SEC”) homepage on the Internet at www.sec.gov.

4

PROPOSAL 1: ELECTION OF DIRECTORS

Directors and Nominees

Pursuant to the authority granted to the Board by the Company’s bye-laws, the Board determined that it be composed of 12 directors, divided into three classes. However, our bye-laws were amended and restated in 2018 to eliminate the classified structure of our Board over a three-year period and provide that all director nominees standing for election upon completion of their term after the 2018 annual general meeting would be elected to a one-year term. Each director elected at our 2018 annual general meeting will hold office for a three-year term until our 2021 annual general meeting. Each director serving as a Class II director immediately prior to the 2018 annual general meeting will hold office until the Annual Meeting. Each director serving as a Class III director immediately prior to the 2018 annual general meeting will hold office until the 2020 annual general meeting. Any director elected or appointed to fill a vacancy pursuant to our bye-laws shall hold office until the next annual general meeting of shareholders held after the date of such appointment.

Four directors who serve as Class II directors are to be elected at the Annual Meeting. These directors will hold office until the annual general meeting of shareholders in 2020, or until their respective offices shall otherwise be vacated pursuant to the Company’s bye-laws. Each director nominee set forth below has consented to being named in this Proxy Statement as a nominee for election as director and has agreed to serve as a director if elected. In the event that any of the nominees should become unavailable prior to the Annual Meeting, proxies in the enclosed form will be voted for a substitute nominee or nominees designated by the Board, or the Board may reduce the number of directors to constitute the entire Board, in its discretion.

Majority Vote Standard for Election of Directors

Our amended and restated bye-laws require directors to be elected by a majority of the votes cast with respect to each director in uncontested elections, and a director nominee will be elected as a director only if the votes cast “for” the director nominee exceed the votes cast “against” the director nominee. Abstentions will not be counted as votes cast for or against a director nominee. If the Board determines that an election of directors is contested (i.e., the number of director nominees in any one year exceeds the number of directors to be elected in that year), our bye-laws provide that a plurality voting standard will apply and the director nominees receiving the greatest number of votes (up to the number of directors to be elected) will be elected. Under Bermuda law and our bye-laws, any incumbent director who fails to be re-elected may not continue to sit on the Board after their term in office has expired and their position on the Board is left vacant. If any director positions are left vacant following a general meeting, the Board may reduce its size or, if authorized by shareholders, may fill such vacant positions.

5

2019 Nominees For Director

For more information about each director nominee, our continuing directors, and the operation of our Board, see “Corporate Governance and Board of Directors—Business Experience and Qualifications of Board Members.”

Vote Required and Recommendation

For Proposal 1, directors are elected by a majority vote, which means that each person receiving the affirmative vote of a majority of the votes cast (the number of shares voted “for” a director must exceed the number of shares voted “against” that director) will be elected as a Director. You may instruct to vote “for” or “against,” or “abstain” from voting for each of the nominees to become a Class II director. If you “abstain” from voting with respect to the proposal, your vote is not considered a vote cast and will have no effect for such proposal. If you do not provide your broker or other nominee with instructions on how to vote your shares with respect to Proposal 1, your broker or nominee will not be entitled to cast votes and a “broker non-vote” on Proposal 1 will result. “Broker non-votes” are not considered votes cast and will have no effect on the vote for this proposal.

6

PROPOSAL 2: APPROVAL OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

The Board is submitting for approval at the Annual Meeting the appointment of Ernst & Young LLP as the Company’s independent registered public accountants until the close of the next annual general meeting of shareholders to audit our books, records, and accounts and those of our subsidiaries for 2019, and to authorize the Board, acting by the Audit Committee, which is composed entirely of independent directors, to determine the remuneration of the independent registered public accountants.

Ernst & Young LLP has advised the Company that the firm does not have any direct or indirect financial interest in the Company, nor has such firm had any such interest in connection with the Company during the past three fiscal years other than in its capacity as the Company’s (and prior to July 12, 2016, IHS Inc.’s) independent registered public accountants.

Representatives of Ernst & Young LLP will be present at the Annual Meeting. They will have an opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate shareholder questions.

Audit, Audit-Related, and Tax Fees

In connection with the audit of the Company’s financial statements for the fiscal year ended November 30, 2018, IHS Markit entered into an engagement agreement with Ernst & Young LLP that set forth the terms by which Ernst & Young LLP performed audit services for IHS Markit. Aggregate fees for professional services rendered for us by Ernst & Young LLP for the fiscal years ended November 30, 2018 and November 30, 2017 were as follows:

Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our consolidated financial statements, the statutory audit of our subsidiaries, the review of our interim consolidated financial statements, and other services provided in connection with statutory and regulatory filings.

Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “—Audit Fees.” These services may include employee benefit plan audits, due diligence services related to acquisitions and divestitures, auditing work on proposed transactions, attestation services that are not required by regulation or statute, and consultations regarding financial accounting or reporting standards. For 2018, audit-related fees included approximately $1,637,000 for attestation reports for service organizations and $1,093,000 for due

7

diligence services rendered related to acquisitions and divestitures. For 2017, audit-related fees included approximately $826,000 for attestation reports for service organizations and $434,000 for due diligence services rendered related to acquisitions and divestitures.

Tax Fees. Tax fees consist of tax compliance consultations, preparation of tax reports, and other tax services.

Audit Committee Pre-approval Policies and Procedures

The Audit Committee has implemented pre-approval policies and procedures related to the provision of audit and non-audit services by Ernst & Young LLP, our independent registered public accountants. Under these procedures, the Audit Committee pre-approves both the type of services to be provided by Ernst & Young LLP and the estimated fees related to these services.

During the approval process, the Audit Committee considers the impact of the types of services and the related fees on the independence of the registered public accountants. The services and fees must be deemed compatible with the maintenance of such accountants’ independence, including compliance with rules and regulations of the SEC and NASDAQ.

The Audit Committee has delegated authority to pre-approve services performed by Ernst & Young LLP to the chair of the Audit Committee for services of up to $500,000, with any approvals pursuant to such delegated authority regularly reported to the Audit Committee. The Audit Committee has not delegated any of its responsibilities to pre-approve services performed by Ernst & Young LLP to management. Throughout the year, the Audit Committee will review any revisions to the estimates of audit and non-audit fees initially approved. No such services were approved pursuant to the procedures described in Rule 2-01(c)(7)(i)(C) of Regulation S-X, which waives the general requirement for pre-approval in certain circumstances.

Vote Required and Recommendation

Approval of Proposal 2 will require the affirmative vote of a majority of the votes cast at the Annual Meeting, either in person or by proxy. Unless marked to the contrary, proxies received will be voted “FOR” this Proposal 2 regarding the approval of the appointment of Ernst & Young LLP as our independent registered public accountants until the close of the next annual general meeting of shareholders and the authorization of the Board, acting by the Audit Committee, to determine the remuneration of the independent registered public accountants.

With respect to Proposal 2, you may instruct to vote “for” or “against,” or “abstain” from voting on, such proposal. If you “abstain” from voting, your vote is not considered a vote cast and will have no effect for such proposal. If you do not provide your broker or other nominee with instructions on how to vote your shares with respect to Proposal 2, your broker or nominee will be entitled to cast discretionary votes on Proposal 2 as such proposal is a “routine” matter.

8

PROPOSAL 3: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

At the 2017 annual general meeting of shareholders, we conducted an advisory, non-binding vote regarding the frequency with which we would seek approval of the compensation of our named executive officers. At such meeting, shareholders expressed their preference for an annual vote on executive compensation on an advisory, non-binding basis and, consistent with this preference, the Board determined that we will conduct such a vote on an annual basis.

Accordingly, and pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, we are providing our shareholders with the opportunity to vote, on an advisory, nonbinding basis, on the compensation of our named executive officers (sometimes referred to herein as “NEOs”) for 2018, as disclosed in this Proxy Statement, including the “Compensation Discussion and Analysis,” compensation tables and related material.

Our executive compensation program for 2018 is geared towards driving long-term, sustainable business performance. It is governed by the following guiding principles:

The Human Resources Committee continually reviews the compensation programs for our NEOs to ensure they achieve the desired goals of aligning our executive compensation structure with our shareholders’ interests and current market practices.

We are asking our shareholders to indicate their support for our NEO compensation program and practices as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our NEOs’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies, and practices described in this Proxy Statement.

9

We are asking our shareholders to approve the compensation program and practices of our NEOs as described in this Proxy Statement (which includes the “Compensation Discussion and Analysis,” the compensation tables, and related material).

Vote Required and Recommendation

The say-on-pay vote is advisory and therefore not binding on the Company, the Human Resources Committee, or the Board. The Board and the Human Resources Committee value the opinions of our shareholders and, to the extent there is a significant vote against the named executive officer compensation policies and practices as disclosed in this Proxy Statement, we will consider our shareholders’ concerns and the Human Resources Committee will evaluate whether any actions are necessary to address those concerns.

Unless you instruct us to the contrary, proxies will be voted “FOR” this Proposal 3 regarding named executive officer compensation policies and practices, as described in the “Compensation Discussion and Analysis,” and the other related tables and disclosures in this Proxy Statement.

With respect to Proposal 3, you may instruct your vote “for” or “against,” or “abstain” from voting on, such proposal. If you “abstain” from voting, your vote is not considered a vote cast and will have no effect for such proposal. If you do not provide your broker or other nominee with instructions on how to vote your shares with respect to Proposal 3, your broker or nominee will not be entitled to cast votes and a “broker non-vote” on Proposal 3 will result. Broker non-votes are not considered votes cast and will have no effect on the vote for this proposal.

10

PROPOSAL 4: AMENDMENTS TO BYE-LAWS TO IMPLEMENT PROXY ACCESS AND RELATED CHANGES

The Board is submitting for approval at the Annual Meeting amendments to our bye-laws to implement “proxy access” to our shareholders. Proxy access would allow eligible shareholders to nominate candidates for election to our Board and have those nominees included in our proxy materials, along with the candidates nominated by the Board.

As part of the Company’s commitment to effective governance practices, management and the Board considered evolving trends and the views of institutional shareholders and, after careful consideration, the Board, upon the recommendation of the Nominating and Governance Committee, has determined that it is appropriate to propose for shareholder consideration amendments to our bye-laws that, if adopted, would implement proxy access.

If this proposal is adopted, our bye-laws would be amended and restated to provide that the Company would, subject to certain requirements and limitations, include in its proxy statement for an annual general meeting, names of any person or persons nominated for election as a director by any qualifying shareholder, required disclosure about each person nominated, a statement supporting the nomination by the shareholder and any other information the Board determined to include in the proxy statement related to the nomination.

The amendments also include a change to Bye-law 38 adopted in 2018 to phase out our classified board as part of our plan to adopt majority voting and implement a “proxy access” bye-law, and certain other immaterial changes, including revising certain defined terms. In particular, the amendments correct a transcription error in the transition terms of Class II and III directors set forth in the bye-law to conform to the correct terms set forth in the proxy disclosure for the proposal in the 2018 proxy statement that was approved by shareholders.

The following description is only a summary and is qualified in its entirety by reference to the complete text of the proposed amendments. You are urged to read the proposed amendments in their entirety. The specific language of the proposed amendments to our bye-laws is set forth in Appendix A to this Proxy Statement and is marked to show the proposed changes.

Amendments to Implement Proxy Access

Shareholder Eligibility to Nominate Directors

Any shareholder or group of up to 20 shareholders that has continuously maintained ownership of at least 3 percent of the shares of the Company’s outstanding common shares for at least three years would be permitted to nominate the greater of two candidates or up to 20 percent of the Board. Any two or more funds under common management and investment control would generally count as one shareholder.

Calculation of Qualifying Ownership

A nominating shareholder would be deemed to own only those outstanding common shares of the Company as to which the shareholder possesses both the full voting and investment rights pertaining to the shares and the full economic interest in (including the opportunity for profit from and risk of loss on) such shares.

11

The following shares would not count as “owned” shares for purposes of determining whether the ownership threshold has been met: shares sold in any transaction that has not been settled or closed; shares borrowed or purchased pursuant to an agreement to resell; or shares subject to any derivative instrument or similar agreement which has the purpose or effect of reducing the shareholder’s full right to vote or direct the voting of any such shares and/or hedging, offsetting or altering the gain or loss arising from the full economic ownership of such shares.

A shareholder will be deemed to “own” outstanding common shares that have been loaned by or on behalf of the shareholder to another person if the shareholder has the right to recall such loaned shares on not more than five business days’ notice.

Number of Shareholder Nominees

The maximum number of candidates nominated by all eligible shareholders that the Company would be required to include in its proxy materials cannot exceed the greater of two candidates or 20 percent (rounded down) of the number of directors in office as of the last day on which a notice of proxy access nomination may be delivered to the Company. The maximum number of shareholder nominees would be reduced by candidates nominated under proxy access procedures who (i) have subsequently withdrawn or who become unwilling to serve, (ii) cease to satisfy certain eligibility requirements, (iii) are included in the Company’s proxy statement as a nominee of the Board, (iv) are nominated by the Board pursuant to an agreement or other arrangement with one or more shareholders, or (v) were previously elected to the Board as shareholder nominees at any of the last two preceding annual general meetings and renominated as a director by the Board.

Nominating Procedure

In order to provide adequate time to assess shareholder nominees, requests to include shareholder nominees in the Company’s proxy materials must be delivered not less than 120 days nor more than 150 days prior to the anniversary of the date the Company mailed its proxy statement for the prior year’s annual general meeting to shareholders.

Information and Undertakings Required of All Nominating Shareholders and Nominees

Each shareholder seeking to include a shareholder nominee in the Company’s proxy materials would be required to provide certain information, representations and undertakings to the Company regarding the nominating shareholder (including all members of the group) and each shareholder nominee, including, but not limited to:

In addition, each shareholder nominee requested to be included in the Company’s proxy materials would be required to provide certain written representations and undertakings to the Company,

12

including agreeing that, if elected as a director, the shareholder nominee will comply with all of the Company’s corporate governance, conflict of interest, confidentiality, share ownership and trading policies and guidelines, and other Company policies and guidelines applicable to directors.

No Proxy Access Nominees in the Event of Proxy Contest or Legal Violations

The Company would not be required to include a shareholder nominee in its proxy materials if, among other things, any shareholder nominates a person for election pursuant to the advance notice provisions of the Company’s bye-laws, or the nomination or election of the nominee would cause the Company to violate its bye-laws, applicable laws or the rules or the rules and listing standards of the principal exchange upon which the Company’s shares are listed.

Future Disqualification of Shareholder Nominees

Any nominee who is included in the Company’s proxy materials but subsequently either withdraws from or becomes ineligible for election at the meeting, or does not receive at least 25 percent of the votes cast in favor of his or her election, would be ineligible for nomination for the next two annual general meetings.

Supporting Statement

Shareholders would be permitted to include in the Company’s proxy statement for the applicable annual general meeting a written statement of up to 500 words in support of the election of their nominees. The Company would be permitted to omit any information or statement that the Company determines is materially false or misleading or whose disclosure would violate any applicable law or regulation.

Conforming Amendments

The bye-laws also make clear that the Board may remove any director for a material breach of any of the Company’s corporate governance, conflict of interest, confidentiality, share ownership or trading policies and guidelines, or any other Company policies or guidelines applicable to directors.

Amendment to Bye-Law 38

Bye-law 38 was amended in 2018 to phase out our classified board as part of our plan to adopt majority voting and implement a “proxy access” bye-law. The proposed amendments correct a transcription error in the transition terms of Class II and III directors set forth in Bye-law 38 to conform to the correct terms set forth in the proxy disclosure for the proposal in the 2018 proxy statement that was approved by shareholders. The Class II director term is meant to expire in 2019 (as stated in the 2018 proxy disclosure, whereas the bye-law incorrectly had a transcription error of 2020). The Class III director term is meant to expire in 2020 (as stated in the 2018 proxy disclosure, whereas the bye-law incorrectly had a transcription error of 2019). The proposed amendments would conform the bye-law to the 2018 proxy disclosure so that Class II Directors shall hold office until the annual general meeting held in 2019 and Class III Directors shall hold office until the annual general meeting held in 2020. In addition, the proposed amendments make certain other immaterial changes, including revising certain defined terms.

If this proposal is approved, the amendments to our bye-laws will become effective immediately following the Annual Meeting.

13

Vote Required and Recommendation

Approval of Proposal 4 will require the affirmative vote of not less than 66-2/3 percent of the votes attaching to all shares in issue.

With respect to Proposal 4, you may instruct your vote “for,” or “against,” or “abstain” from voting. If you “abstain” from voting, your vote will have the same effect as a vote “against” such proposal. If you do not provide your broker or other nominee with instructions on how to vote your shares with respect to Proposal 4, your broker or nominee will not be entitled to cast votes and a “broker non-vote” on Proposal 4 will result. Broker non-votes are not considered votes cast and will have the same effect as a vote “against” such proposal.

14

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

Our Board of Directors is currently composed of 12 members, divided into three classes. Our bye-laws were amended and restated in 2018 to eliminate the classified structure of our Board over a three-year period and provide that all director nominees standing for election upon completion of their term after the 2018 annual general meeting would be elected to a one-year term. Each of our directors will continue to serve as director until the end of his or her term, or until the earlier of his or her death, resignation, or removal. Under Bermuda law and our bye-laws, any incumbent director who fails to be re-elected to the Board may not continue to sit on the Board after his or her term in office has expired. If any director positions are left vacant following a general meeting of shareholders, the Board may reduce its size or, if authorized by shareholders, may fill such vacant positions. Our shareholders have not authorized the Board to fill positions on the Board left vacant following a general meeting of shareholders.

Board Leadership Structure

The Board of Directors of IHS Markit believes strongly in the value of an independent board of directors to provide effective oversight of management. This includes all independent members of the key board committees: the Audit Committee, the Human Resources Committee, the Nominating and Governance Committee, and the Risk Committee. Each of the Company’s directors, other than Mr. Uggla, is independent (see “—Independent Directors”). The independent members of the Board of Directors meet regularly without management, which meetings are chaired by the lead independent director, which our bye-laws refer to as the Lead Director, whose role is described further below.

The Board believes that it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman and Chief Executive Officer (“CEO”) in any way that it deems to be in the best interests of the Company. Upon the retirement of Jerre Stead as Chairman and CEO on December 31, 2017, Lance Uggla became our Chairman and CEO as was set out in our bye-laws. Prior to the Merger, Mr. Uggla was Chairman and CEO of Markit. Mr. Uggla possesses detailed and in-depth knowledge of the business and the opportunities we have in the global marketplace and is thus well positioned to develop agendas and lead the Board to ensure that the Board’s time and attention are focused on the most critical matters.

IHS Markit has established a Lead Director role with broad authority and responsibility. Robert P. Kelly has served as our Lead Director since the closing of the Merger and was previously the lead director of Markit beginning in June 2014. The Lead Director’s responsibilities include:

15

The Board believes that these responsibilities appropriately and effectively complement the Board leadership structure of IHS Markit.

The Role of the Board of Directors in Risk Oversight

We believe that risk is inherent in innovation and the pursuit of long-term growth opportunities for our business. The Board of Directors, acting directly and through its committees, is responsible for the oversight of the Company’s risk management. With the oversight of the Board, IHS Markit has implemented practices and programs designed to help manage the risks to which we are exposed in our business and to align risk-taking appropriately with our efforts to increase shareholder value. Each of the Audit, Human Resources, and Risk Committees of the Board has a role in assisting the Board in its oversight of the Company’s risk management, as set forth in the relevant committee charters.

The Board’s Risk Committee brings additional Board-level focus to the oversight of the Company’s management of key risks, as well as the Company’s policies and processes for identifying, evaluating, and mitigating such risks. The Risk Committee meets at least quarterly. The Chair of the Risk Committee gives regular reports of the Risk Committee’s meetings and activities to the Board in order to keep the Board informed of the Company’s guidelines, policies, and practices with respect to risk assessment and risk management, and each other committee also reports regularly to the full Board on its activities.

In addition, the Board of Directors participates in regular discussions among the Board and with IHS Markit senior management on many core subjects, including strategy, operations, finance, information technology, information and cybersecurity, human resources, legal, compliance, and public policy matters, and any other subjects regarding which the Board or its committees consider risk oversight an inherent element. Management at IHS Markit is responsible for day-to-day risk management activities. The Company has formed a management risk committee led by a Chief Risk Officer to supervise these day-to-day risk management efforts, including identifying potential material risks and appropriate and reasonable risk mitigation efforts. The Chief Risk Officer regularly reports such efforts to the Risk Committee and, as required, the Audit Committee and Human Resources Committee. The Board of Directors believes that the leadership structure described under “—Board Leadership Structure” facilitates the Board’s oversight of risk management because it allows the Board, with leadership from the Lead Director and working through its independent committees, to participate actively in the oversight of management’s actions.

Shareholder Engagement

Engagement with our shareholders has always been a significant priority for us, and we invest focused time and resources speaking with shareholders and proxy advisors about our corporate governance and executive compensation practices.

As we have done in the past, in 2018 we reached out to the governance leaders and stewardship teams of shareholders representing at that time approximately 50 percent of our common shares outstanding. We asked for feedback on our performance and practices, particularly related to corporate

16

governance and pay practices. We offered to visit in person or meet by teleconference. In response to our outreach efforts, we conducted meetings with several of our top shareholders via teleconference or in person. Those meetings were attended at various times by our Chief Administrative Officer and General Counsel and Head of Investor Relations.

We discussed a range of topics at those meetings, including the board structure and composition, corporate governance practices, executive compensation policies and design, and environmental-, social-, and governance-related matters. Shareholders were generally supportive of our current practices. We took the feedback that we received to our Nominating and Governance Committee and Human Resources Committee. Both committees, as well as the entire Board, find shareholder input valuable in their oversight of the Company.

As a result of our shareholder engagement, we have made a number of changes to our governance practices and disclosure:

For more information on changes we made to our compensation governance practices and disclosure, please see “Compensation Discussion and Analysis—Shareholder Engagement”

Shareholder engagement is and will continue to be a top priority for our management team and Board. We will continue to engage our shareholders and consider the feedback that we receive from our discussions.

Business Experience and Qualifications of Board Members

The following discussion presents information about the persons who compose the Board of Directors of IHS Markit, including the four nominees for election at the Annual Meeting. On February 13, 2019, Mr. Iyer informed the Board that, after 16 years of service on the Board, he had decided to retire from the Board, and he tendered his resignation as a Class III director of the Board and its committees effective as of the end of the day on April 11, 2019, the date of the Annual Meeting. Mr. Iyer confirmed that his decision to retire was not due to any disagreement with the Company on any matter related to the Company’s operations, policies or practices. The Board expects to reduce its size to 11 directors upon Mr. Iyer’s retirement and will make a final determination at its April meeting after the Annual Meeting.

17

All director biographical information is as of February 1, 2019, except for the age of the directors, which is as of the date of the Annual Meeting. We measure director tenure from when a director joined the Board or the board of either IHS or Markit (or their relevant predecessor companies) prior to the Merger.

2019 Nominees For Director

The following are the four director nominees for election at the Annual Meeting.

Experience and Qualifications

Until his retirement in December 2012, Mr. Montupet served as the Chair of Emerson Electric Co.’s Industrial Automation business and President of Emerson Europe SA. Mr. Montupet joined Emerson in 1981, serving in a number of senior leadership roles at the global technology provider, including Executive Vice President of Emerson Electric Co. and Chief Executive Officer of Emerson Electric Asia Pacific. Mr. Montupet serves on the boards of WABCO Holdings Inc. and Assurant, Inc.

Mr. Montupet is also an advisor to Eurazeo Société Anonyme and to Cornell Capital, and serves on the board of certain private portfolio companies of the private investment firm. Mr. Montupet was the non-executive chair of the board of PartnerRE Ltd. from 2010 until March 2016 and served on the board of Lexmark International, Inc. from 2006 until November 2016. He is also a trustee of the International Churchill Society.

Mr. Montupet brings to the Board extensive international business and executive management experience, particularly from Europe and Asia Pacific, and additional experience gained as a director of multiple publicly traded companies, including as the non-executive chairman of the board of PartnerRe Ltd.

Other Public Company Directorships (within past 5 years)

Experience and Qualifications

Mr. Roedel serves as a director of BrightView Holdings, Inc., Six Flags Entertainment Corporation, LSB Industries, Inc., and Luna Innovations Incorporated. Mr. Roedel also serves as the non-executive

18

chairman of LSB Industries and Luna Innovations. Mr. Roedel served as a director of Broadview Network Holdings, Inc., a private company with publicly traded debt until 2012 and of Beaulieu Group LLC, a private company, until 2018. Mr. Roedel served on the board of Dade Behring, Inc. from 2002 until it was acquired in 2007; on the board of BrightPoint, Inc. from 2002 until it was acquired in 2012; on the board of Sealy Corporation from 2006 until it was acquired in 2013; and on the board of Lorillard, Inc. from 2008 until it was acquired in June 2015. As a director of public companies, Mr. Roedel has served as lead independent director, executive and non-executive chairman, and as the chairman of audit, risk, governance, compensation, and special committees. Mr. Roedel served in various capacities at Take-Two Interactive Software, Inc. from 2002 until 2005, including chairman and chief executive officer. Mr. Roedel is a member of the National Association of Corporate Directors (NACD) Risk Oversight Advisory Council. Until 2016, Mr. Roedel was a director of the Association of Audit Committee Members, Inc., a nonprofit association of audit committee members dedicated to strengthening audit committees by developing best practices. In 2014, Mr. Roedel was appointed to the Standing Advisory Group of the Public Accounting Oversight Board for a three-year term ending in 2017. From 1971 through 2000, Mr. Roedel was employed by BDO Seidman LLP, becoming an audit partner in 1980, later being promoted in 1990 to managing partner in Chicago and then managing partner in New York in 1994, and finally, in 1999, to Chairman and CEO. Mr. Roedel holds a Bachelor of Science degree in accounting from The Ohio State University and is a Certified Public Accountant.

Mr. Roedel provides to the Board of Directors expertise in corporate finance, accounting, and strategy. He brings experience gained as a chief executive officer and as a director for several companies.

Other Public Company Directorships (within past 5 years)

Experience and Qualifications

Mr. Rosenthal is the Chief Executive Officer of BlueVoyant, a global cybersecurity services firm. Until December 2016, Mr. Rosenthal was Executive Vice President and Chief Operating Officer of Morgan Stanley, a member of Morgan Stanley’s management and operating committees, Chairman and CEO of Morgan Stanley Bank, N.A., and Chairman of Morgan Stanley Private Bank, N.A. Mr. Rosenthal was previously head of corporate strategy of Morgan Stanley, Chief Operating Officer of Morgan Stanley Wealth Management and head of firmwide technology and operations for Morgan Stanley. Prior to joining Morgan Stanley, Mr. Rosenthal served as Chief Financial Officer of Tishman Speyer from 2006 to 2008. From 1999 to 2005, he served as the head of Corporate Strategy and Corporate Development at Lehman Brothers and as a member of the Management Committee. Mr. Rosenthal was with McKinsey & Company from 1986 to 1999, where he was a senior partner specializing in financial institutions. Mr. Rosenthal has been on the board of Intarcia Therapeutics, Inc, a private company, since June 2017. From April until October 2017, Mr. Rosenthal was a director of On Deck Capital, Inc.

19

Mr. Rosenthal was a trustee of the Lincoln Center for the Performing Arts until 2018. Mr. Rosenthal also formerly served as chairman of the board of the Securities Industry and Financial Markets Association (SIFMA). Mr. Rosenthal holds a BA from Yale University and a JD from Harvard Law School.

Mr. Rosenthal brings to the Board cybersecurity experience, as well as extensive experience gained as chief operating officer of one of the world’s largest financial institutions.

Other Public Company Directorships (within past 5 years)

Experience and Qualifications

Mr. Uggla is Chairman and CEO of IHS Markit. He served as President from July 2016 to December 2017 and was appointed Chief Operating Officer in October 2017. Prior to the Merger, Mr. Uggla was Chairman and CEO of Markit since January 2003, responsible for leading the Company’s strategic development and managing day-to-day operations. He founded Markit in 2003 after spotting an opportunity to bring transparency to the credit default swap market. The Company launched the first daily credit default swap pricing service that year. He oversaw Markit’s growth from a startup to a global public company with more than 4,200 employees in 28 offices worldwide, serving more than 3,000 customers. Mr. Uggla graduated from the Simon Fraser University in Canada with a BBA and holds a Master of Science from the London School of Economics, UK.

Mr. Uggla was a founder and Chairman and CEO of Markit since its creation, and was previously an executive in the financial industry. As Chairman and CEO of IHS Markit, Mr. Uggla brings to the Board of Directors his knowledge of our business, strategy, people, operations, competition, and financial position. In addition, he brings with him extensive relationships in the financial services industry.

Other Public Company Directorships (within past 5 years)

None

20

Continuing Directors

The following directors will continue in office until the expiration of their respective terms.

Experience and Qualifications

Lord Browne is the chairman of L-1 Energy (UK), the chairman of Huawei Technologies (UK) and the executive chairman of the supervisory board of DEA Deutsche Erdoel AG. He is also on the board of Pattern Energy Group Inc. Prior to joining L-1 Energy in March 2015, Lord Browne was a partner at Riverstone Holdings LLC, an energy and power-focused private equity firm, for eight years. From May 2013 to May 2015, he was also a director of Riverstone Energy Limited, a closed-ended investment company listed on the London Stock Exchange. Lord Browne spent 41 years at BP plc, holding various senior management positions during that time. In 1991, he joined the board of The British Petroleum Company and was appointed Group Chief Executive in 1995 and remained in this position until May 2007. Lord Browne was the chairman of the advisory board of Apax Partners LLC from 2006 to 2007, a non-executive director of Goldman Sachs from 1999 to 2007, a non-executive director of Intel Corporation from 1997 to 2006, a trustee of The British Museum from 1995 to 2005, a member of the supervisory board of DaimlerChrysler AG from 1998 to 2001, and a non-executive director of SmithKline Beecham from 1996 to 1999. Lord Browne holds a degree in Physics from Cambridge University and an MS in Business from Stanford University.

Lord Browne was the president of the Royal Academy of Engineering from 2006 to 2011 and is the chairman of the trustees of the Queen Elizabeth prize for engineering. He is a fellow of the Royal Society and a foreign member of the U.S. Academy of Arts and Sciences. He was appointed as the chair of the board of trustees of the Francis Crick Institute from August 2017 and the chairman of governing board of The Courtauld Institute of Art from September 2017. He is also a member of the board of governors of the Folger Shakespeare Library in Washington, D.C and a member of the board of UK Research and Innovation. Lord Browne was a trustee of the Tate Gallery from August 2007, and was the chairman of the trustees from January 2009 until July 2017 when he retired as a trustee. He was the chairman of the Independent Review of Higher Education Funding and Student Finance, which published its report in October 2010. He was the UK Government’s lead non-executive board member from June 2010 to January 2015. He was knighted in 1998 and made a life peer in 2001.

We believe that Lord Browne’s extensive experience as the chairman and chief executive officer of one of the world’s largest energy companies, his leadership experience and his financial and energy industry expertise enable him to contribute significant managerial, organizational, strategic and financial oversight skills to our Board.

Other Public Company Directorships (within past 5 years)

21

Experience and Qualifications

In March 2008, Mr. Devitre retired from his position as Senior Vice President and Chief Financial Officer of Altria Group, Inc. Prior to Mr. Devitre’s appointment to that position in April 2002, he held a number of senior management positions with Altria, including President, Philip Morris Asia, and Chairman and CEO of Philip Morris Japan. Mr. Devitre is a member of the board of directors of Altria Group, Inc. Mr. Devitre also serves as a trustee of the Brooklyn Academy of Music and of Pratham USA. Mr. Devitre served as a special advisor to General Atlantic LLC, a private equity firm, from June 2008 to January 2017. Mr. Devitre previously served on the boards of SABMiller plc, Western Union Company, and Kraft Foods Inc. (now known as Mondelez International, Inc.). Mr. Devitre also previously served on the boards the Asia Society and The Lincoln Center for the Performing Arts, Inc. Mr. Devitre holds a BA (Hons) degree from St. Joseph’s College, Darjeeling, and an MBA from the Indian Institute of Management in Ahmedabad.

Mr. Devitre brings to the Board experience as the chief financial officer of a large multinational company, as an executive and director of large corporations, as well as diversity in viewpoint and international business experience.

Other Public Company Directorships (within past 5 years)

Experience and Qualifications

Dr. Ernst served as Chief Executive Officer of Digital Island, Inc., an e-business delivery network company, from 1998 until her retirement in 2002. Dr. Ernst was Chairperson of the Board of Digital Island from December 1999 through July 2001, when the company was acquired by Cable & Wireless, Plc., and afterwards headed the business for Cable & Wireless until her retirement. Prior to Digital Island, Dr. Ernst worked for Hewlett Packard Company in various management positions, including General Manager, Financial Services Business Unit. Prior to that, she was Vice President for General Electric Information Services Company. Prior to her work in the technology industry, Dr. Ernst served on the faculty of The Ohio State University, was Director of Medical Research and Computing where she managed a biomedical computing and research facility. Dr. Ernst served on the board of Digital

22

Realty Trust from 2004 until May 2015. Dr. Ernst serves on the University Foundation Board and the Fisher College of Business Advisory Board at The Ohio State University. She was a founder and is Board Chair of the nonprofit Healthy LifeStars. Dr. Ernst received Bachelor of Science, Master of Science and Ph.D. degrees from The Ohio State University.

Dr. Ernst brings to the Board a strong technical and computing background as well as skill in the development of information technology businesses. She also has extensive experience as a member of boards where strategic planning and long-term planning are critical to the success of the enterprise.

Other Public Company Directorships (within past 5 years)

Experience and Qualifications

Mr. Ford is the Chief Executive Officer of General Atlantic, a global growth equity firm, a position he has held since 2007 and where he has worked since 1991. He also serves as Chairman of General Atlantic’s management committee and is a member of the firm’s investment and portfolio committees. Mr. Ford also serves on the board of BlackRock Inc. Mr. Ford is on the board of Tory Burch, a current General Atlantic portfolio company, and was formerly a director of a number of prior General Atlantic investments, including First Republic Bank, NYSE Euronext, e*Trade, Priceline and NYMEX. Mr. Ford is actively involved in a number of educational and nonprofit organizations. He is a member of the board of Rockefeller University, where he is Chairman, and is a member of the Amherst College Endowment Investment Committee. Mr. Ford is an advisory board member of Tsinghua University’s School of Economics and Management and sits on the board of overseers and managers for Memorial Sloan Kettering Cancer. Mr. Ford serves on the board of directors of the National Committee on United States-China Relations, and is a member of The Council on Foreign Relations. He is also a member of the steering committee for the CEO Action for Diversity and Inclusion initiative and is the co-chair of the Partnership for New York City. Mr. Ford sits on the New York State Life Sciences Advisory Board and is on the advisory board of the United Nations Economic Commission for Africa’s Initiative on Digital Identification for Africa. Mr. Ford holds a BA in Economics from Amherst College and an MBA from the Stanford Graduate School of Business.

Mr. Ford brings to the Board a wealth of global private equity and investment management experience and extensive knowledge of business, finance, and strategic acquisitions, which provide valuable insight for our long-term corporate and business strategy.

Other Public Company Directorships (within past 5 years)

23

Experience and Qualifications

Ms. Giadrossi is a member of the board of Cairn Energy plc, an E&P company listed on the London Stock Exchange and part of the FTSE 250, and of Fincantieri SpA, a global shipbuilder, and Brembo SpA, an automotive components OEM, both of which are listed on the Italian Stock Exchange and are part of the Italian MIB. Ms. Giadrossi has been a Senior Advisor with Bain Capital Partners in Europe since 2015. Ms. Giadrossi served on the boards of two listed companies in France, Bureau Veritas S.A. and Faiveley Transport S.A., until mid-2017, and on the board of Aker Solutions Asa in Norway until 2013. She has experience in leading and participating in audit, risk, corporate social responsibility, and compensation committees. Ms. Giadrossi’s executive career has spanned 30 years in energy, engineering, and capital goods. From 2014 to 2016 she was President, Europe, Africa, India, for Technip, an engineering company, and from 2012 to 2014 she was EVP, Head of Operations, for Aker Solutions. Prior to that, she was VP and General Manager, EMEA, for Dresser Rand, where she also was an officer of that corporation. She spent 10 years with General Electric Company in several executive positions, notably General Manager for GE’s Oil and Gas, Refinery & Petrochemicals Division, a position she held until 2005. Ms. Giadrossi started her career at The Boston Consulting Group. She holds a BA in Economics and Mathematics from Yale University and an MBA from Harvard Business School.

We believe that Ms. Giadrossi’s extensive business experience in the industrial and energy sectors in Europe and her consulting and private equity background enable her to contribute a unique and diverse managerial and strategic perspective to the Board.

Other Public Company Directorships (within past 5 years)

Nominating and Governance

Experience and Qualifications

Mr. Iyer serves on the boards of directors of Churchill Capital Corporation, Skyworks Solutions, Inc. and Power Integrations, Inc. From October 1998 to June 2003, Mr. Iyer served as Senior Vice President and Chief Financial Officer of Conexant Systems, Inc. Prior to that, at VLSI Technology Inc., Mr. Iyer was Senior Vice President and Chief Financial Officer from 1997 to 1998 and was Vice President, Corporate Controller from 1993 to 1997. Mr. Iyer served on the board of directors of Conexant Systems from February 2002 until April 2011, Life Technologies (and its predecessor

24

Invitrogen) from July 2001 until it was acquired in February 2014, and QLogic Corporation from 2003 until August 2016. Mr. Iyer holds a B.Tech in Mechanical Engineering from the Indian Institute of Technology, Madras, an MS in Industrial Engineering from the University of California, Berkeley, and an MBA in Finance from the Wharton School, University of Pennsylvania.

Mr. Iyer provides to the Board his expertise in corporate finance, accounting, and strategy, including experience gained as the Chief Financial Officer of two public companies. Mr. Iyer also brings a background in organizational leadership and experience serving as a public company outside director.

Other Public Company Directorships (within past 5 years)

Experience and Qualifications

Mr. Kelly was Chairman and CEO of The Bank of New York Mellon and The Bank of New York Mellon Corporation until 2011. Prior to that, he was Chairman, Chief Executive Officer and President of Mellon Bank Corporation, Chief Financial Officer of Wachovia Corporation, and Vice-Chairman of Toronto-Dominion Bank. Mr. Kelly was the chairperson of the Canada Mortgage and Housing Corporation from 2012 until March 2018 and the chairman of the board of directors of Santander Asset Management from 2012 until December 2017. Mr. Kelly previously served as Chancellor of Saint Mary’s University in Canada, was a former member of the boards of the Financial Services Forum, Federal Advisory Council of the Federal Reserve Board, Financial Services Roundtable, Trilateral Commission (North American Group), and Institute of International Finance, and a former member of the board of trustees of St. Patrick’s Cathedral in New York City, Carnegie Mellon University in Pittsburgh, and the Art Gallery of Ontario. Mr. Kelly holds a B.Comm. from Saint Mary’s University and an MBA from the Cass Business School, City University, London, United Kingdom, and is a Chartered Accountant and Fellow Chartered Accountant. Mr. Kelly has been awarded honorary doctorates from City University and Saint Mary’s University.

Mr. Kelly’s extensive experience as the chairman and CEO of large financial institutions, as well as other senior policymaking positions in the financial services industry and as a director of other public and private companies, provides the Board with valuable insight and executive leadership, management, and strategic development experiences.

Other Public Company Directorships (within past 5 years)

25

Experience and Qualifications

Ms. McWhinney worked at Citigroup, Inc. (“Citi”) from 2009 to 2014, as the Chief Executive Officer of Citi’s global enterprise payments business from September 2013 to January 2014, as the Chief Operating Officer of Citi’s global enterprise payments business from February 2011 to September 2013, and as President, Personal Banking and Wealth Management from May 2009 to February 2011. Ms. McWhinney was also co-chair of the Citi Women initiative until her retirement in January 2014. Prior to joining Citi, Ms. McWhinney worked at Charles Schwab, Inc. from 2001 to 2007, where she was President of Schwab Institutional and was chair of the global risk committee. Ms. McWhinney previously held executive roles at Visa International and Engage Media (a division of CMGI). Earlier in her career, she worked for 17 years at Bank of America in corporate and retail banking. Ms. McWhinney was appointed by former President George W. Bush to the board of directors of the Securities Investor Protection Corporation in 2002 where she served until 2007. Ms. McWhinney currently serves on the boards of Focus Financial Partners Inc., Borg Warner Inc., and Fluor Corporation. Ms. McWhinney previously served on the board of Lloyds Banking Group plc and Fresenius Medical Care AG & Co. Ms. McWhinney is a trustee for the California Institute of Technology and for the Institute for Defense Analyses. Ms. McWhinney holds a Bachelor of Science from University of Montana.

Ms. McWhinney brings to the Board extensive management, risk, and cybersecurity experience gained in executive-level positions in the financial services industry and as a director of public companies.

Other Public Company Directorships (within past 5 years)

26

Organization of the Board of Directors

Upon completion of the Merger, in accordance with our bye-laws, the Board size was set at 11 directors, six of whom were designees of IHS (each, an “IHS designee”) and five of whom were designees of Markit (each, a “Markit designee”). As such, as of the completion of the Merger on July 12, 2016, Edwin D. Cass, Gillian H. Denham, Timothy J.A. Frost, Cheng Chih Sung, Anne Walker and Lance Uggla resigned as directors of IHS Markit, and the remaining members of the Board, William E. Ford, Dinyar S. Devitre, Robert P. Kelly, and James A. Rosenthal, as the Markit designees, appointed Lance Uggla as a Class II director and Markit designee, and the following IHS designees to serve as directors of IHS Markit: Jerre L. Stead and Deborah Doyle McWhinney as Class I directors, Richard W. Roedel and Jean-Paul L. Montupet as Class II directors, and Ruann F. Ernst and Balakrishnan S. Iyer as Class III directors.

In addition, Mr. Stead became Chairman and CEO of IHS Markit, Mr. Uggla became President, Chief Integration Officer, and Chief Operating Officer of IHS Markit and Robert P. Kelly became the Lead Director of the Board. Pursuant to our bye-laws, Mr. Stead served as Chairman and CEO of IHS Markit from the completion of the Merger until his retirement from the Company on December 31, 2017 (the “change date”), when Mr. Uggla was appointed Chairman and CEO of IHS Markit.

In October 2017, the Board unanimously approved keeping the size of the Board at 11 directors as of the change date and appointed Lord Browne as a Class III director effective as of January 1, 2018. In December 2017, the Board unanimously approved increasing the size of the Board to 12 directors effective as of January 1, 2018 and appointing Ms. Giadrossi as a Class I director effective as of that date.

Our Board held six meetings during 2018. At each meeting, the Chairman was the presiding director. Each director attended at least 75 percent of the total regularly scheduled and special meetings of the Board and the committees on which they served. As stated in our Corporate Governance Guidelines, our Board encourages each director to attend our annual general meeting of shareholders. At the 2018 Annual General Meeting of Shareholders, all 12 directors were in attendance.

Our Board has established four standing committees: the Audit Committee, the Human Resources Committee, the Nominating and Governance Committee, and the Risk Committee. The Board has approved a charter for each of the Audit, Human Resources, Nominating and Governance, and Risk Committees, which can be found on our website at http://investor.ihsmarkit.com.

In Markit’s initial public offering in 2014, Canada Pension Plan Investment Board (“CPPIB”) purchased approximately $250 million of our common shares, and was given the right to nominate, in consultation with our Nominating and Governance Committee, one director for appointment to our Board of Directors pursuant to a Director Nomination Agreement with us. This right will expire if CPPIB’s beneficial ownership of our common shares falls below 100 percent of the number of common shares CPPIB purchased in Markit’s initial public offering. Edwin D. Cass was the designee nominated by CPPIB and was appointed to Markit’s Board of Directors in October 2014. At the completion of the Merger, Mr. Cass resigned and CPPIB determined at that time that it would not choose to designate a new nominee to our Board, reserving the right to designate a future nominee in accordance with the terms of the Director Nomination Agreement.

27

Independent Directors

We have determined that all of our directors other than Mr. Uggla are independent directors, based on the independence standards of NASDAQ and SEC rules and regulations.

In addition, we believe that all members of each of the Audit Committee, Risk Committee, Human Resources Committee, and Nominating and Governance Committee of the Board meet the independence standards of NASDAQ and SEC rules and regulations.

In accordance with our bye-laws and the Corporate Governance Guidelines, the independent directors designated Mr. Kelly as Lead Director in April 2018. The Lead Director chairs executive sessions of the independent directors. During 2018, the independent directors of the Board met five times without the presence of management. In addition, each committee of the Board met in executive session without the presence of management four times during 2018.

Simultaneous Service on Other Public Company Boards

In accordance with our Corporate Governance Guidelines, without the consent of the Nominating and Governance Committee, a director may not serve on more than five public company boards, including our Board, and a director who is also the chief executive officer of another public company may not serve on more than two public company boards, including our Board and their own board of directors.

The Corporate Governance Guidelines also provide that a director must notify the Chair of the Nominating and Governance Committee prior to accepting any invitation to serve on another board (including a not-for-profit/tax-exempt board) or with a government or advisory group that is expected to require significant commitments of time, in order for IHS Markit to confirm the absence of any actual or potential conflict of interest.

Corporate Governance Guidelines

Our Board has adopted Corporate Governance Guidelines that serve as a framework within which our Board and its committees operate. These guidelines cover a number of areas including the size and composition of our Board of Directors, membership criteria and director qualifications, director responsibilities, Board agenda, roles of the Chairman and Chief Executive Officer and lead independent director, meetings of independent directors, committee responsibilities and assignments, Board member access to management and independent advisers, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. Our Corporate Governance Guidelines are available on our website at http://investor.ihsmarkit.com.

Business Code of Conduct

We have adopted a code of ethics that we refer to as our Business Code of Conduct. Our Business Code of Conduct applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer.

Our Business Code of Conduct is available on our website at http://investor.ihsmarkit.com. If we approve any substantive amendment to our Business Code of Conduct, or if we grant any waiver of our Business Code of Conduct to our directors or executive officers (including our principal executive officer, principal financial officer and principal accounting officer), we will post an update on the

28

Investor Relations page of our website (http://investor.ihsmarkit.com) within four business days following the date of the amendment or waiver, describing the nature and date of the amendment or the nature of the waiver, the name of the person to whom it was granted and the date of the waiver, as the case may be.

Board and Committee Evaluations

Each year, our Board and its committees perform a rigorous self-evaluation. As required by our Corporate Governance Guidelines, the Nominating and Governance Committee oversees this process. The performance evaluations solicit input from directors regarding the performance and effectiveness of the Board and the Board committees, and provide an opportunity for members of the Board to identify areas for improvement. In addition, the Chair of the Nominating and Governance Committee and the Lead Director have individual conversations with each member of the Board, providing further opportunity for dialogue and improvement, including with respect to board refreshment in light of the current challenges and needs of the Board and the Company. The Nominating and Governance Committee reviews the results and feedback from the evaluation process and makes recommendations. Each committee also reviews the results and feedback from the evaluation process with respect to that committee. The Chair of the Nominating and Governance Committee leads a discussion of the evaluation results during an executive session of the Board and communicates relevant feedback to our CEO. Our Board has successfully used this process to evaluate Board and committee effectiveness and identify opportunities to strengthen the Board.

Consideration of Diversity and Experience

Although the Board has not set specific goals with respect to diversity and has no formal policy, it believes the Board’s membership should be composed of experienced and dedicated individuals with diversity of backgrounds, perspectives, and skills and an appropriate balance of knowledge, experience and capability. The Nominating and Governance Committee selects candidates for director based on the candidate’s character, judgment, diversity of experience, business acumen, and ability to act on behalf of all shareholders (without regard to whether the candidate has been nominated by a shareholder). The Nominating and Governance Committee considers not only an individual’s qualities, performance and professional responsibilities, but also the current composition of the Board, the challenges and needs of the Board at any particular time, and the needs of the Company under applicable rules and regulations. Consistent with this philosophy, in addition to the criteria set forth above, the Nominating and Governance Committee is committed to including women and minority candidates in the pool of qualified candidates from which Board nominees are chosen.

Board succession planning is an ongoing, year-round process. The Board recognizes that it is important for the Board to balance the benefits of continuity with the benefits of fresh viewpoints and experience. While it is not the policy of the Board to identify specific term limits or a specific mandatory retirement age for directors, the Nominating and Governance Committee periodically reviews the composition of the Board and the appropriateness of each director’s continued service on the Board in light of the current challenges and needs of the Board and the Company, and determines whether it may be appropriate to add directors after considering issues of judgment, diversity (including gender, nationality, geography and race/ethnicity), age, tenure, skills, background and experience and other factors deemed appropriate by the Nominating and Governance Committee. The Board also addresses diversity as part of its consideration of the Board’s composition in its annual self-evaluation process.

29

The Board believes the current composition of the Board and mix of tenures provides for a highly effective and well-functioning Board. As of the date of the Annual Meeting:

The Board also believes that it is important to support diversity in corporate boardrooms, and to that end, it launched a board mentorship program in 2018 designed to build the ranks of female candidates for board directorships. During the program, participants act as non-voting observer members of the Board and are expected to take an active part in all discussions. Existing board members mentor participants throughout the mentorship.

Communications with the Board or Independent Directors

The Board has a process for shareholders or any interested party to send communications to the Board, including any committee of the Board, any individual director, or our independent directors as a group. If you wish to communicate with the Board as a whole, with any committee of the Board, with one or more individual directors, or with our independent directors as a group, you may send your written communication to:

Lead Director

c/o General Counsel

IHS Markit Ltd.

4th Floor, Ropemaker Place

25 Ropemaker Street

London EC2Y 9LY

United Kingdom

Depending on how the communication is addressed and the subject matter of the communication, our Lead Director, with the assistance of our General Counsel, will review any communication received and will forward the communication to the appropriate director or directors.

Communications with the Audit Committee

Our Audit Committee has established a process for communicating complaints regarding accounting or auditing matters. In order to submit such a complaint, you may call our compliance hotline as set forth in the Compliance Hotline and Reporting Misconduct Policy, which can be found on our website at http://investor.ihsmarkit.com. Any such complaints received or submitted are forwarded as appropriate to the Audit Committee, to take such action as may be appropriate.

30

Composition of Board Committees

The Board reviews the composition of our Board committees and considers the expertise of the directors with the needs of the committees. The Board had four standing committees, with membership and number of meetings for each as of 2018 fiscal year-end as shown below.

Audit Committee

Current Members:

Dinyar S. Devitre (Chair)

Nicoletta Giadrossi

Balakrishnan S. Iyer

Deborah Doyle McWhinney

Richard W. Roedel

Our Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee assists our Board in its oversight of (i) the integrity of our financial statements and internal controls, (ii) our independent registered public accountants’ qualifications, independence, and performance, (iii) the performance of our internal audit function, and (iv) our compliance with legal and regulatory requirements. The Audit Committee is directly responsible for recommending the appointment of, and the compensation, retention, and oversight of the work of, our independent registered public accountants. The Audit Committee reviews and monitors the Company’s policies and practices with respect to major financial reporting risk exposures. The Audit Committee establishes procedures for reporting compliances and reviews any complaints regarding accounting, internal accounting controls or auditing matters received. The Audit Committee also prepares the report on the Company’s financial statements and its independent registered public accountants that the SEC rules require to be included in the Company’s annual proxy statement or annual report. The Audit Committee is governed by a charter, a copy of which is available at the Company’s website at http://investor.ihsmarkit.com.

Our Board has determined that each member of the Audit Committee satisfies the “independence” requirement of Rule 10A-3 under the Exchange Act, the listing standards of NASDAQ, and the Audit Committee Charter, and meets the financial literacy and sophistication requirements of the listing standards of NASDAQ. In addition, the Board has determined that each of Mr. Devitre, Ms. Giadrossi,

31

Mr. Iyer, Ms. McWhinney and Mr. Roedel meets the definition of “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC.

Human Resources Committee

Current Members:

John Browne

William E. Ford (Chair)

Robert P. Kelly

Jean-Paul L. Montupet

James A. Rosenthal

The Human Resources Committee has been established by our Board to (i) review, approve and administer our compensation and benefits policies generally, (ii) evaluate executive officer performance and review our management succession plan, (iii) determine compensation for our executive officers and other officers for purposes of Section 16 of the Exchange Act, (iv) review and assess risks arising from our compensation policies and practices, (v) review management succession planning, (vi) retain and terminate compensation consultants, (vii) review and discuss the “Compensation Discussion and Analysis” disclosure with management and provide a recommendation to the Board regarding its inclusion in the Company’s annual proxy statement or annual report, and (viii) prepare the report on executive officer compensation that the SEC rules require to be included in the Company’s annual proxy statement or annual report. See “Compensation Discussion and Analysis” for a more detailed description of certain functions of the Human Resources Committee. The Human Resources Committee is governed by a charter, a copy of which is available at the Company’s website at http://investor.ihsmarkit.com.

Our Board has determined that each member of the Human Resources Committee satisfies the “independence” requirement of the listing standards of NASDAQ, our Corporate Governance Guidelines and the Human Resources Committee Charter.

Nominating and Governance Committee

Current Members:

John Browne

Dinyar S. Devitre

Balakrishnan S. Iyer

Robert P. Kelly

Jean-Paul L. Montupet (Chair)

The Nominating and Governance Committee has been created by our Board to (i) recommend to the Board criteria for Board and Board committee membership, (ii) identify individuals qualified to become Board members and recommend director nominees to the Board consistent with the Board’s criteria, (iii) recommend directors for appointment to committees established by the Board, (iv) make recommendations to the Board as to determinations of director independence, (v) oversee the evaluation of the Board, (vi) make recommendations to the Board as to compensation for our directors, (vii) develop and recommend to the Board our corporate governance guidelines, business code of conduct and related person transaction policy, (viii) oversee compliance with our corporate governance guidelines, business code of conduct and related person transaction policy, and (viii) review Board orientation and continuing education. A more detailed description of certain functions of the Nominating

32

and Governance Committee can be found under “—Director Nominations.” The Nominating and Governance Committee is governed by a charter, a copy of which is available on the Company’s website at http://investor.ihsmarkit.com.

Our Board has determined that each member of the Nominating and Governance Committee satisfies the “independence” requirement of the listing standards of NASDAQ, our Corporate Governance Guidelines and the Nominating and Governance Committee Charter.

Risk Committee

Current Members:

Dinyar S. Devitre

Ruann F. Ernst

Deborah Doyle McWhinney

Richard W. Roedel (Chair)

James A. Rosenthal

The Risk Committee has been established by our Board to assist our Board in its oversight of the Company’s risk management. In addition to any other responsibilities which may be assigned from time to time by the Board, the Risk Committee is responsible for (i) reviewing and discussing with management the Company’s risk management and risk assessment processes, including any policies and procedures for the identification, evaluation, and mitigation of major risks of the Company, (ii) receiving periodic reports from management as to efforts to monitor, control, and mitigate major risks, (iii) reviewing periodic reports from management pertaining to the Company’s business lines, products, and services, including any major risks with respect to such business lines, products, and services, as the Risk Committee deems appropriate, (iv) reviewing periodic reports from management pertaining to cybersecurity programs and data protection controls and such other appropriate information security reports as the Risk Committee deems appropriate, (v) reviewing and discussing with management the Company’s compliance with laws and regulations, including major legal and regulatory initiatives, (vi) reviewing periodic reports from management pertaining to corporate sustainability strategy and initiatives, (vii) reviewing any material complaints received pursuant to the Company’s code of conduct hotline policy (other than complaints regarding accounting, internal accounting controls or auditing matters, which are reviewed by the Audit Committee), (viii) reviewing periodic reports from management on selected risk topics as the Risk Committee deems appropriate from time to time encompassing major risks other than those delegated by the Board to other committees of the Board in their respective charters or otherwise, and (ix) assigning for review to other committees of the Board such selected risk topics identified by the Risk Committee as the Risk Committee determines is appropriate for effective oversight of such risks. The Risk Committee is governed by a charter, a copy of which is available on the Company’s website at http://investor.ihsmarkit.com.

Our Board has determined that each member of the Risk Committee satisfies the “independence” requirement of our Corporate Governance Guidelines and the Risk Committee Charter.

Director Nominations

Our Board nominates directors to be elected at each annual general meeting of shareholders and appoints new directors to fill vacancies when they arise. The Nominating and Governance Committee has the responsibility to identify, evaluate, recruit, and recommend qualified candidates to the Board for nomination or appointment.

33

In addition to considering an appropriate balance of knowledge, experience, and capability, the Board has as an objective that its membership be composed of experienced and dedicated individuals with diversity of backgrounds, perspectives, and skills. The Nominating and Governance Committee will select candidates for director based on the candidate’s character, judgment, diversity (including gender nationality and ethnicity), age, tenure, skills, background and experience, business acumen, and ability to act on behalf of all shareholders (without regard to whether the candidate has been nominated by a shareholder). The Nominating and Governance Committee believes that nominees for director should have experience, such as experience in management or accounting and finance, or industry and technology knowledge, that may be useful to IHS Markit and the Board, high personal and professional ethics, and the willingness and ability to devote sufficient time to effectively carry out his or her duties as a director. The Nominating and Governance Committee believes it appropriate for at least one, and preferably multiple, members of the Board to meet the criteria established by the SEC for an “audit committee financial expert,” and for a majority of the members of the Board to meet the definition of “independent director” under the rules of NASDAQ. Consistent with this philosophy, in addition to the criteria set forth above, the Nominating and Governance Committee is committed to including women and minority candidates in the pool of qualified candidates from which Board nominees are chosen. The Nominating and Governance Committee also believes it may be appropriate for certain key members of our management to participate as members of the Board.

Prior to each annual general meeting of shareholders, the Nominating and Governance Committee identifies nominees first by evaluating the current directors whose terms will expire at the annual general meeting of shareholders and who are willing to continue in service. These candidates are evaluated based on the criteria described above, the candidate’s prior service as a director, and the needs of the Board with respect to the particular talents and experience of its directors. In the event that a director does not wish to continue his or her service, the Nominating and Governance Committee determines not to renominate the director, or a vacancy is created on the Board as a result of a resignation, an increase in the size of the Board, or other event, the Nominating and Governance Committee will consider various candidates for membership, including those suggested by the Nominating and Governance Committee members, by other Board members, by any executive search firm engaged by the Nominating and Governance Committee, or by any nomination properly submitted by a shareholder pursuant to the procedures for shareholder nominations for directors provided in the proxy statement related to the Annual General Meeting and this annual report. As a matter of policy, candidates recommended by shareholders are evaluated on the same basis as candidates recommended by the Board members, executive search firms, or other sources. In 2018, the Nominating and Governance Committee did not engage any executive search firms to assist with identifying qualified Board candidates.

Mr. Montupet, Mr. Roedel and Mr. Uggla are new nominees for election to the Board this year. Their nominations were recommended by the Nominating and Governance Committee and approved by the Board. Mr. Montupet and Mr. Roedel were formerly on the IHS Inc. board of directors and were appointed by the Board in July 2016 to serve on our Board as IHS designees. Mr. Uggla is our Chairman and CEO, and was formerly on the Markit Ltd. board of directors and was reappointed by the Board in July 2016 to serve on our Board as a Markit designee.

Director Share Ownership Guidelines

We believe that our non-employee directors should have a significant equity interest in the Company. Our Board has adopted an ownership policy in our Corporate Governance Guidelines that requires

34

directors to hold common shares with an aggregate value of at least five times the Board’s annual cash retainer. Vested stock options which are not exercised are not considered for the purposes of director equity ownership. Directors have five years to achieve the holding requirement.

As of December 31, 2018, all of our current directors held shares in excess of their holding requirement except for Mr. Rosenthal, who has until June 2019 to meet his holding requirement, and Lord Browne and Ms. Giadrossi, who each have until December 2023 to meet their holding requirement. Prior to the Merger, Mr. Rosenthal declined to receive director compensation as a member of the Markit board.

Hedging and Pledging Policy

We have a hedging and pledging policy for executive officers and directors in our policy on trading securities that (i) prohibits them from engaging in any hedging transactions that are designed to hedge or speculate on any change in the market value of IHS Markit equity securities and (ii) requires prior approval from the Nominating and Governance Committee before allowing them to hold IHS Markit securities in margin accounts or pledge IHS Markit securities as collateral.

Director Compensation

Our non-employee directors receive compensation for their service on our Board. The objective of our program is to provide non-employee directors compensation that is straightforward, market- competitive and consistent with current peer pay levels, and that provides flexibility for income deferrals. The compensation is composed of cash retainers and equity awards. In addition, each of our non-employee directors is reimbursed for reasonable expenses related to meeting attendance and activities related to their duties as directors. The following table sets forth information concerning the non-employee director compensation program in effect at the 2018 fiscal year-end. We believe it is important that non-employee directors build up a significant holding in our common shares to align their interests with those of shareholders. The non-employee directors are required to hold five times their annual board retainer and have five years within which to comply with this holding requirement.

Non-employee director compensation is reviewed annually by the Nominating and Governance Committee, with the assistance of the Human Resources Committee and Pay Governance LLC, the committees’ independent compensation consultant. The Nominating and Governance Committee makes recommendations about non-employee director compensation to our Board. The Nominating and Governance Committee’s most recent review of non-employee director compensation was in July 2018 and determined that no changes were required to be recommended to the Board.

35

All equity awards for non-employee directors are determined by the Non-employee Director Equity Compensation Policy and issued pursuant to our 2014 Equity Incentive Award Plan. Non-employee directors may elect to defer their cash retainers to deferred share units. In 2018, six non-employee directors elected to defer their cash retainers to deferred share units.

Our bye-laws provide that the Company shall indemnify its officers and directors in respect of their actions and omissions, except in cases of fraud or dishonesty, and that the Company shall advance funds to its officers and directors for expenses incurred in their defense on the condition that they will repay the funds if any allegation of fraud or dishonesty is proved.

In addition, the Company has entered into agreements with its officers and directors to indemnify them against expenses and liabilities to the fullest extent permitted by law.

We also have purchased and maintain a directors’ and officers’ liability insurance policy for the benefit of any officer or director in respect of any loss or liability attaching to him or her in respect of any negligence, default, breach of duty or breach of trust, whether or not we may otherwise indemnify such officer or director.

Director Compensation During 2018

The following table sets forth information concerning the compensation of each of our non-employee directors during the fiscal year, which began December 1, 2017 and ended November 30, 2018. Non-employee directors did not receive any stock options, non-equity incentive plan compensation, or any other compensation that is not otherwise disclosed in the table below. Non-employee directors do not participate in defined benefit and actuarial pension plans or nonqualified defined contribution plans. In addition, non-employee directors may choose to defer receipt of the shares underlying the restricted share units (i) until after their termination of service in the case of the annual equity award and (ii) until after their termination of service or three years after the year in which the compensation was earned in the case of the cash retainers.

36

The following table sets forth information concerning the outstanding share awards held by each non-employee director on November 30, 2018:

Executive Officers

Set forth below is information concerning our executive officers as of February 27, 2019 (except for ages which are as of the date of the Annual Meeting).

Executive officers are appointed by our Board until their resignation or until their appointments are revoked by the Board.

37

Jerre Stead served as our Chairman and CEO until his retirement on December 31, 2017.

For part of 2018, Daniel Yergin was an executive officer of the Company. In April 2018, in connection with a realignment of our executive team and review of leadership responsibilities, our Board reviewed our executive officers and their positions and responsibilities and determined that Dr. Yergin was no longer an executive officer of the Company and that Ms. Granat was an executive officer of the Company.

A brief biography for each of our current executive officers follows.

Lance Uggla

Information about Mr. Uggla is provided under “Corporate Governance and Board of Directors—Business Experience and Qualifications of Board Members.”

Jonathan Gear

Jonathan Gear is Executive Vice President, President of Resources, Transportation and Consolidated Markets and Solutions (CMS) for IHS Markit, including business lines supporting the automotive, technology, engineering, digital, energy, chemicals, maritime and aerospace industries. Mr. Gear was previously executive vice president of resources and transportation for IHS. Earlier, he served in multiple senior vice president positions and as president/chief operating officer of IHS CERA. Mr. Gear previously held leadership positions at Activant Solutions, smarterwork.com, and Booz Allen Hamilton. He holds a B.A. from the University of California, Berkeley, and an MBA from Stanford Graduate School of Business.

Sari Granat

Sari Granat is Executive Vice President, Chief Administrative Officer and General Counsel at IHS Markit, responsible for the legal, compliance, enterprise risk, information security and information technology functions. Ms. Granat previously served as head of legal and General Counsel at Markit. Prior to joining Markit in 2012, Ms. Granat was lead counsel and chief administrative officer of TheMarkets.com LLC. She has served in senior legal and strategy positions at media and technology companies including Dow Jones & Company and Kaplan, Inc. Ms. Granat holds a B.A. in English from Yale University and a J.D. from New York University School of Law.

Todd Hyatt

Todd Hyatt is Executive Vice President and Chief Financial Officer of IHS Markit. Mr. Hyatt served in those same roles at IHS after previously serving as chief information officer, senior vice president of FP&A, and leading the finance organization for the company’s engineering segment. He also worked for LoneTree Capital, US WEST/MediaOne, AT&T, Arthur Young, and Arthur Andersen. He holds a B.S. in accounting from the University of Wyoming and an M.S. in management from Purdue University.

38

Adam Kansler

Adam Kansler is Executive Vice President, President of Financial Services at IHS Markit, responsible for our Financial Services segment. Mr. Kansler previously served as global co-head of Markit’s information division and head of North American operations. Earlier, Mr. Kansler was Markit’s chief administrative officer and general counsel, leading human resources, legal, corporate communications, risk, regulatory, and strategic alliances. Before joining Markit in 2009, Mr. Kansler was a corporate partner at Proskauer LLP, where he spent the first 17 years of his career. He holds a B.A. in economics from Hobart College and received his J.D. from Columbia University School of Law.

39

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of February 14, 2019, unless otherwise noted, as to common shares beneficially owned by (i) each person who is known by us to own beneficially more than five percent of our common shares, (ii) each of our named executive officers listed in “Table 1. 2018 Summary Compensation Table” under “Executive Compensation Tables,” (iii) each of our directors, and (iv) all our directors and executive officers as a group.

The percentage of common shares beneficially owned is based on 424,625,307 common shares issued and outstanding as of February 14, 2019, the Record Date. We have only one class of shares issued and outstanding, that being common shares, and all holders of our common shares have the same voting rights. Solely for purposes of the following table and accompanying footnotes relating to beneficial ownership of our common shares, the number of common shares issued and outstanding as of the Record Date includes 25,219,470 common shares held by the EBT as further described in footnote 19 to the table below and under “—Employee Benefit Trust.”

In accordance with SEC rules, “beneficial ownership” includes voting or investment power with respect to securities.

40

For purposes of this table, beneficial ownership has been determined in accordance with the provisions of Rule 13d-3 of the Exchange Act under which, in general, a person is deemed to be the beneficial owner of a security if he or she has or shares the power to vote or direct the voting of the security or the power to dispose of or direct the disposition of the security, or if he or she has the right to acquire beneficial ownership of the security within 60 days of February 14, 2019. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table each have sole voting and investment power with respect to all common shares beneficially owned by them. We do not know of any arrangements which would result in a change in our control.

41

42

43

Employee Benefit Trust

The Markit Group Holdings Limited Employee Benefit Trust (the “EBT”) is a discretionary trust established by a deed dated January 27, 2010 between Markit Group Holdings Limited and Intertrust Employee Benefit Trustee Limited (the “trustee”), as trustee of the EBT, through which shares and other benefits may be provided to IHS Markit’s existing and former employees in satisfaction of their rights under any compensation or share incentive arrangements established by IHS Markit. The trustee is an independent provider of fiduciary services based in Jersey, Channel Islands. The EBT will terminate on January 27, 2090, unless terminated earlier by the trustee.

No current or former employee has the right to receive any benefit from the EBT unless and until the trustee exercises its discretion to confer a benefit. Neither IHS Markit nor any of its subsidiaries is permitted to be a beneficiary of the EBT. Subject to the exercise of the trustee’s discretion, shares held by the EBT may be delivered to such employees in satisfaction of their rights under any share incentive arrangements established by IHS Markit. We may make nonbinding recommendations to the trustee regarding the EBT.

The Trustee may amend the EBT, subject to our consent, but not in any manner that would confer on IHS Markit any benefit or possibility of benefit. The principal activity of the EBT has been to acquire shares in IHS Markit from its existing and former employees and to hold such shares for their benefit. Unless we direct otherwise, the trustee of the EBT may not vote any of the common shares held by the EBT and is also generally obliged to forgo dividends. See “Information Concerning Proxy Solicitation and Voting—Who Can Vote.”

We have historically funded the EBT’s acquisition of common shares through interest-free loans that are repayable on demand, but without recourse to any assets other than those held by the trustee in its capacity as trustee of the EBT.

44

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

For 2018, the officers and directors of IHS Markit voluntarily complied with the rules of Section 16(a) of the Exchange Act that require ownership reports to be filed on Forms 3, 4, and 5 with the SEC.

Based solely on our review of the copies of such forms we have received and written representations from our executive officers and directors that they filed all applicable reports, we believe that, in 2018, all filings required by officers and directors under Section 16(a) were filed on a timely basis, except for one late Form 4 due to inadvertent administrative oversight by James A. Rosenthal, who purchased 1,000 common shares.

45

REPORT OF THE AUDIT COMMITTEE

The following report of the Audit Committee does not constitute “soliciting material” and shall not be deemed filed or incorporated by reference into any other filing by IHS Markit under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act.

The Audit Committee provides assistance to the Board in fulfilling its legal and fiduciary obligations in matters involving the Company’s accounting, auditing, financial reporting, internal control, and legal compliance functions by approving the services performed by the Company’s independent registered public accountants and reviewing their reports regarding the Company’s accounting practices and systems of internal accounting controls as set forth in a written charter adopted by the Board. The Company’s management is responsible for preparing the Company’s financial statements. The independent registered public accountants are responsible for auditing those financial statements. The Audit Committee is responsible for overseeing the conduct of these activities by the Company’s management and the independent registered public accountants.

To fulfill that responsibility, the Audit Committee has regularly met and held discussions with management and the independent registered public accountants. Management represented to the Audit Committee that the Company’s consolidated financial statements for fiscal year 2018 were prepared in accordance with generally accepted accounting principles and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accountants.

The Audit Committee has discussed with the independent registered public accountants matters required to be discussed by Statement on Auditing Standard No. 1301 (Communications with Audit Committees), as adopted by the Public Company Accounting Oversight Board.

As part of that review, the Audit Committee received the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed the independent registered public accounting firm’s independence from the Company and its management, including any matters in those written disclosures. Additionally, the Audit Committee considered whether the provision of non-audit services was compatible with maintaining such accountants’ independence.

The Audit Committee has discussed with internal accountants and independent registered public accountants, with and without management present, its evaluations of the Company’s internal control over financial reporting, and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions with management and the independent registered public accountants referred to above, the Audit Committee approved and recommended to the Board the inclusion of the audited financial statements for fiscal year 2018 in the IHS Markit Annual Report on Form 10-K for filing with the SEC.

Respectfully submitted by the members of the Audit Committee of the Board of Directors:

Mr. Dinyar S. Devitre, Chair

Ms. Nicoletta Giadrossi

Mr. Balakrishnan S. Iyer

Ms. Deborah Doyle McWhinney

Mr. Richard W. Roedel

46

REPORT OF THE HUMAN RESOURCES COMMITTEE

The Human Resources Committee of the Board of Directors has reviewed and discussed with Company management the Compensation Discussion and Analysis section of this Proxy Statement.

Based on such review and discussion, the Human Resources Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Respectfully submitted by the members of the Human Resources Committee of the Board of Directors:

Mr. William E. Ford, Chair

John Browne (The Lord Browne of Madingley)

Mr. Robert P. Kelly

Mr. Jean-Paul L. Montupet

Mr. James A. Rosenthal

The foregoing report of the Human Resources Committee does not constitute “soliciting material” and shall not be deemed filed or incorporated by reference into any other filing by IHS Markit under the Securities Act or the Exchange Act.

47

COMPENSATION DISCUSSION AND ANALYSIS

On behalf of the Human Resources Committee (the “HR Committee”) of the Board, I am pleased to present the Compensation Discussion & Analysis (the “CD&A”) for the Company’s fiscal year ended November 30, 2018.

The CD&A reviews the Company’s business performance for the year and the annual compensation of our named executive officers for achieving those performance levels. The key decisions made by the HR Committee over the year are also discussed, as well as amendments made to our 2014 Equity Incentive Award Plan.

William E. Ford

Chair of the Human Resources Committee

Overview

The CD&A reviews the Company’s business performance for the year and the annual compensation of our named executive officers for achieving those performance levels. It also provides an overview and analysis of our compensation programs and policies, material compensation decisions made during 2018 under those programs and policies, and the material factors considered in making those decisions.

For the second full year since our Merger in 2016, we have continued to deliver robust results to create strong value for shareholders. Our share price increased from $44.62 per share on November 30, 2017 to $53.37 per share on November 30, 2018, delivering strong 2018 shareholder return of approximately 20 percent, as discussed further under “—Financial Performance and Compensation in 2018.”

The Company’s compensation programs are objective and performance-based, and the Company has adopted practices that minimize material risk to shareholders.

Our executive officers have a compensation program that includes (a) a competitive base salary, (b) an annual cash incentive tied to pre-established financial goals, and (c) long-term equity incentives also tied to pre-established financial goals aimed to motivate and retain executives while driving the long-term performance of the Company.

Until November 30, 2017, the Company qualified as a foreign private issuer (as defined in Rule 3b-4 under the Exchange Act). Effective December 1, 2017, the Company no longer qualified as a foreign private issuer and is now subject to the informational requirements of the United States Securities Exchange Act of 1934, applicable to U.S. domestic issuers, including with respect to compensation disclosure.

Financial Performance and Compensation in 2018

How did We Perform in the Year?

We had a strong year in 2018, achieving significant financial, operational and strategic results.

48

The integration of IHS and Markit is now complete, and our diversity across verticals, geographies, and customers will allow us to perform well in the coming years under a wide range of market conditions. We believe our content coupled with our deep industry expertise gives us a long-term competitive advantage.

We achieved 6 percent organic growth, expanded Adjusted EBITDA Margin, grew net income and Adjusted EPS by double digits, and delivered approximately $1.1 billion of free cash flow. We also enhanced our product suite organically and through the acquisition of Ipreo, putting us in a strong position entering 2019.

We made continued strides against our strategic initiatives focusing on technology and products, our customers, and our people, which will help us continue to deliver against our longer-term financial goals. We made significant progress in leveraging our advanced analytics capabilities across our core data assets to assist our customers in their decision-making, including improved asset valuations and new benchmarking services across our segments.

We delivered strong financial results in 2018 across each of our business segments.

Our Transportation segment reported a very strong year with organic revenue growth of 11 percent. The division was led by our Automotive businesses, which continue to be a major growth driver. We also made significant operational improvements across Aerospace & Defense and Maritime & Trade. We launched and developed several new products, including a new freight rate forecasting service and the tracking of commodities at sea. We have developed a number of successful proofs of concept around security events analysis and automotive forecasting, both of which will bode well for future revenues. Additionally, we integrated automotiveMastermind, and developed our Conquest marketing product, which helps car dealers and manufacturers win new customers.

In our Resources segment, we delivered solid organic revenue growth of 4 percent for the full year. This was supported by our upstream business which returned to growth, while our midstream and downstream businesses maintained strong performance. We ended the year in line with our expectations, supporting our view of a continued improvement for Resources in 2019.

Throughout 2018, we launched several new products, including an Environmental, Social and Governance (ESG) registry, a mobility service, and Liquified Natural Gas (LNG) analytics. We had a record CERAweek with increased participation from the broader IHS Markit areas of expertise. We also formed a new team to grow business with financial and capital markets customers across all of our Resources businesses.

Our Financial Services segment had a strong year, delivering 6 percent organic revenue growth. We accomplished a lot across the segment, including the acquisition of Ipreo, which has additionally broadened our reach across large and growing private capital markets. The cost and revenue synergies of this transaction are tracking in line with expectations, and we have closed multiple joint transactions already. We continue to see growth from investments in innovation within our derivatives pricing and valuations businesses. We have advanced partnerships with third parties across Financial Services to provide best-in-class solutions for our customers, with particular progress in liquidity analytics, collateral management, and initial margin calculations.

Finally, within our Consolidated Markets & Solutions (CMS) segment, we reported organic revenue growth of 3 percent, normalized for the biennial Boiler Pressure Vessel Code. We believe our leadership changes coupled with key investments will allow us to capture an increasing share of

49

market opportunities, driving steady growth in years to come. Product Design rebounded as the fundamentals for its oil and gas customers improved. Technology, Media & Telecom expanded its performance benchmarking capabilities to include a broad range of electronics, including semiconductor chipsets, gaming platforms, and the Internet of Things. Our Economics and Country Risk teams experienced strong demand while helping our customers better understand the implications of new trade tariffs, and how these tariffs impact the global economy and individual companies.

There is strong momentum running through the business. We are confident that we are well-positioned to sustain this level of growth over the coming years as we look to advance our financial, operational and strategic goals.

Throughout this CD&A, we refer to Adjusted EBITDA and Adjusted EPS. These are non-GAAP financial measures used to supplement our financial statements which are based on U.S. Generally Accepted Accounting Principles (“GAAP”). For a definition and discussion of these measures, see “—Definitions of Non-GAAP Financial Measures.” We also refer to Revenue, which is a GAAP financial measure. Unless otherwise stated or the context requires, all references to Revenue, Adjusted EBITDA and Adjusted EPS refer to corporate Revenue, Adjusted EBITDA and Adjusted EPS.

How is Executive Officer Compensation Linked to Company Performance?

The chart below shows IHS Markit’s annual Total Shareholder Return (“TSR”) performance against the S&P 500 Index since our initial public offering on June 19, 2014. The S&P 500 Index is the most appropriate index against which TSR should be measured, as it is widely used and understood, and IHS Markit is a constituent of the index.

As shown below, our TSR since our initial public offering was 29 percent higher than the S&P 500 Index during the same period. A $100 investment made on June 19, 2014 in our common shares would have been worth approximately $200 as of November 30, 2018, whereas the same investment in the S&P 500 Index would have been worth approximately $154.

50

TSR represents the cumulative share price appreciation plus reinvestment of dividends on the ex-dividend date. Because Markit became the public combined group holding company and was considered the legal acquirer in the Merger, these shareholder return calculations are based on the beginning value of Markit common shares pre-Merger and IHS Markit common shares following the Merger.

For 2018, our TSR grew 20 percent, which was 13 percent higher than the S&P 500 Index. A $100 investment made on December 1, 2017 in our common shares would have been worth approximately $120 as of November 30, 2018, whereas the same investment in the S&P 500 Index would have been worth approximately $106.

51

Leadership Structure

Our executive officers have continued to deliver strong growth in their respective operations since the Merger. Mr. Stead, former Chairman and CEO of IHS, served as our Chairman and CEO until December 31, 2017 when he retired from the Company. Mr. Uggla, former Chairman and CEO of Markit, served as our President and Chief Operating Officer until he assumed the role of Chairman and CEO on January 1, 2018 following Mr. Stead’s retirement, a planned succession that was announced at the time of the Merger.

In April 2018, based on the post-integration positions and responsibilities of the senior leadership team, the Board, upon the recommendation of the Nominating and Governance Committee, reviewed the Company’s executive officers and designated the Chairman and CEO, Chief Financial Officer, President of Resources Transportation & CMS, President of Financial Services, and Chief Administrative Officer and General Counsel as executive officers of the Company. Dr. Yergin, Vice Chairman, had been designated an executive officer until April 2018, and therefore, he is included as a named executive officer for purposes of this CD&A as a result of the compensation he earned during 2018. Because Mr. Stead was our Chairman and CEO until December 31, 2017, he is also included as a named executive officer for purposes of this CD&A.

As of November 30, 2018, the Company’s executive officers and named executive officers (“NEOs”) were:

Detailed information about our current executive officers can be found under “Corporate Governance and Board of Directors—Executive Officers.”

52

Shareholder Engagement

Engagement with our shareholders has always been a significant priority for us, and we invest focused time and resources speaking with shareholders and proxy advisors about our corporate governance and executive compensation practices. We have also considered the results of the advisory, non-binding vote on the compensation of our named executive officers at our 2018 annual general meeting of shareholders, which shareholders approved by almost 98 percent of the votes cast.

In response to feedback received from our shareholders, we have made a number of changes to our compensation governance practices and disclosure.

For more information on changes we made to our governance practices and disclosure in response to our shareholder engagement, please see “Corporate Governance and Board of Directors—Shareholder Engagement.”

53

Compensation Governance Practices

We have adopted compensation governance policies and practices that are designed to ensure effective oversight of our executive compensation programs while driving our performance and aligning management’s interests with that of our shareholders.

54

55

2018 Executive Compensation Philosophy

Our executive compensation program for 2018 is geared towards driving long-term, sustainable business performance. It is governed by the following guiding principles:

56

With these guiding principles, we operationalize the executive compensation program as follows:

2018 Executive Compensation Design and Actions

In 2018, our executive officers had a compensation program that included:

57

58

Compensation Benchmarking for 2018

The HR Committee makes individual compensation determinations for executive officers based on a number of factors, including the nature and scope of each executive officer’s duties, individual experience and performance, internal pay positioning, and the pay levels for executive officers in similar positions within our peer group of companies. The HR Committee also considers the individual elements of compensation for each executive officer against data from a peer group of companies and S&P 500 Index data. It makes compensation determinations based on total pay opportunities for each executive officer.

The HR Committee used the peer group of companies shown below to best reflect our unique product mix, size and industries, to include the companies to which analysts and shareholders compare our financial performance, and to reflect companies with which we frequently compete to recruit new talent and retain our existing talent across our business lines.

During the year, the HR Committee had considerable discussions about the appropriate peer group of companies for an increasingly global and diverse business such as IHS Markit. In December 2017, following detailed analysis and review with Pay Governance, the independent executive compensation consultant retained by the HR Committee, the HR Committee decided to reduce the peer group of companies to be used in benchmarking executive pay from 18 to 14 companies for 2018. The HR Committee reviewed the peer group of companies relative to key competitors, industry and size factors, such as revenue, EBITDA, and market capitalization, and noted certain outliers in the peer group of companies as the Company’s market capitalization has grown. The HR Committee approved removing four companies from the peer group of companies whose size and business models were no longer comparable to IHS Markit. Three of the companies, The Dun & Bradstreet Corporation, DST Systems, Inc., and FactSet Research Systems Inc., have market capitalizations that are smaller as compared to IHS Markit. The fourth company, Wolters Kluwer N.V., has a business model that is not as relevant to IHS Markit, as it is primarily in the digital and print education business that provides information, software, and services to professionals.

As a result, the HR Committee reviewed S&P 500 Index data and data from the peer group of 14 intelligence development or financial/analysis processing companies set out below to assess our compensation competitiveness.

The HR Committee believes this peer group of companies appropriately reflects the companies against which our financial performance is measured and with which the Company competes for business and executive talent, as it includes firms that (i) provide broad industry information and analytics; (ii) provide financial services processing solutions; (iii) provide managed services and software solutions; and (iv) have a median market capitalization of $18.9 billion as of November 30, 2018, positioning IHS Markit at the 55^th percentile of the peer group of companies with a market capitalization of $21.0 billion as of November 30, 2018.

The following companies were identified as our peer group for compensation benchmarking in 2018:

59

Total Pay Mix

For 2018, variable compensation represented 89 percent of the direct compensation for the CEO, and 79 percent of the direct compensation for the other NEOs, excluding Mr. Stead and Dr. Yergin, who are no longer executive officers.

2018 Fixed and Variable Pay Elements

Base Salary

Following the Merger, changes were made in 2017 to align the base salary of the current Chairman and CEO, Mr. Uggla, to that of his predecessor, Mr. Stead. Both leaders had significant responsibilities during our period of transition and integration. At the time, the HR Committee recommended that Mr. Uggla receive a salary that was market-competitive and, after reviewing his 2016 salary compared to our current peer group of companies, determined that his salary was not competitive for his role given the increased size of the merged company. The HR Committee recommended a new salary aligned with peer group and competitive analysis. The HR Committee also determined that it was appropriate to eliminate Mr. Uggla’s perquisites by an amendment to his employment contract effective December 1, 2016. Pursuant to this amendment, his base salary compensation was increased to $1,200,000. The HR Committee also determined that the Company should stop offsetting Mr. Stead’s salary with his pension payments and increased his salary to $1,200,000.

As a result, in their then-current roles as CEO and President, Messrs. Stead and Uggla, respectively had equal compensation opportunities tied to the same overall IHS Markit performance goals, which aligned with the announcement made at the time of the Merger that Mr. Uggla would assume the role of Chairman and CEO upon Mr. Stead’s retirement on December 31, 2017.

During 2018, the HR Committee reviewed Mr. Uggla’s base salary against the current peer group of companies and decided to maintain his base salary at $1,200,000.

With respect to the remaining NEOs, the base salaries of Mr. Kansler, Mr. Gear and Ms. Granat have been increased as follows:

60

Cash Incentive Plan

In 2017, the HR Committee approved a cash incentive plan for executive officers providing target incentive opportunities as a percentage of base salary that could pay out above or below target based on financial and individual performance (with payout ranges from 0 percent to 200 percent of target).

The HR Committee also approved a change in the financial metrics, which determine cash incentive payouts:

From: Adjusted EBITDA Margin and Revenue (used in 2016)

To: Adjusted EBITDA and Revenue (used in 2017 and 2018)

The rationale for the change was that, while both Adjusted EBITDA and Adjusted EBITDA Margin are profitability indicators, Adjusted EBITDA is an absolute dollar measure, while Adjusted EBITDA Margin measures Adjusted EBITDA divided by Revenue.

In 2018, the HR Committee decided to maintain Adjusted EBITDA and Revenue as the financial metrics to determine cash incentive payouts.

The HR Committee adjusted the initial Revenue and Adjusted EBITDA metrics to account for the impact of acquisitions completed in 2018 and also adjusted the Revenue metric for foreign exchange to measure Revenue on a budgeted currency rate. The adjusted financial metrics and actual 2018 results are set forth in the following table.

61

Given our strong performance for the year, the HR Committee supported a total payout as a percentage of target of 100 percent for executive officers, including all the NEOs except for Mr. Stead, who did not receive a cash incentive payment.

Based on achievement of the above-stated goals, the NEOs (other than Mr. Stead) received actual annual cash incentive plan bonus payouts for 2018 as follows:

Long-Term Incentive Awards

Long-term equity incentive awards are a key part of our compensation structure in order to align employee and shareholder interests and promote shareholder return. In 2018, all employees were eligible to receive equity awards as part of their total compensation. Participants receive an annual award of conditional share units. Equity incentives are in the form of “performance share units” (PSUs) and “restricted share units” (RSUs). PSUs cliff-vest after three years and pay out based upon performance against cumulative three-year financial goals. RSUs vest ratably over three years. We believe that our current three-year vesting period strikes an appropriate balance between incentivizing long-term strategic thinking and retaining key senior talent.

The HR Committee determined that the Chairman and CEO, who has significant control and impact on long-term value creation, would be awarded long-term incentive awards in the form of 100 percent PSUs. The HR Committee determined that the other NEOs (other than the Chairman and CEO), who have responsibility for long-term value creation but also shorter-term results and the execution of strategy, would be awarded long-term incentive awards in a ratio of 50 percent PSUs and 50 percent RSUs.

Table 4 sets out the long-term incentive awards awarded by the HR Committee to the NEOs (other than Mr. Stead) in 2018 as part of their annual performance compensation. The awards were granted on February 1, 2018 with a grant date share price of $47.60.

62

Table 5 sets out the performance and payout schedule for 2018 PSUs.

Special Awards

The Company granted a special one-time retention equity award to Dr. Yergin in June 2018 with a grant date value of $5,000,000. The equity award is in the form of RSUs that vest ratably over a five-year period on the anniversary of July 1, 2018, provided that Dr. Yergin remains employed through the vesting date in each such year.

Target Setting Process

The performance measures we currently use in our cash incentive and long-term incentive plans are all financial. Our performance management process, which we use throughout IHS Markit, assesses executive officers against both financial and non-financial objectives. The executive officers’ performance against their individual objectives ultimately supports our financial performance, so we believe it is appropriate that financial measures remain the key incentive plan measures. These seek to ensure that the executive officers deliver the underlying financial performance of the business, whilst clearly aligning with the interests of shareholders.

For all elements of our incentive programs, we take a number of factors into account when setting targets, including both internal and external expectations. These include brokers’ earnings estimates, competitors’ earnings estimates, wider economic expectations, the latest internal projections for the current year, the budget, and the strategic plan. Prior to finalizing the targets, the HR Committee undertakes a rigorous exercise at multiple meetings over the course of the year to review and consider the targets to ensure that they are appropriate in the context of expected performance and are a sufficient stretch in our performance based on the factors taken into account. Targets are structured as a sliding scale, with maximum awards only payable for the achievement of significant levels of performance.

Benefits and Perquisites

The Company provided its NEOs with life and medical insurance, and other benefits generally available to all colleagues. IHS Markit sponsors a qualified defined contribution plan (401(k) plan for U.S. colleagues) that provides matches to employee contributions. The Company also offered U.S. colleagues an opportunity to participate in a voluntary deferred compensation program through which they could defer a portion of their annual cash compensation. The deferred compensation program was terminated effective November 15, 2017.

63

The Company believes that perquisites should be kept to a minimum, and of our NEOs, only Mr. Hyatt received perquisites that exceeded the $10,000 disclosure threshold.

2019 Executive Compensation Program Design

In 2019, our executive officers will continue to have a strong target-based compensation program that includes: a competitive base salary, an annual cash incentive award target that is tied to pre-established financial goals and a long-term equity incentive award target that is also tied to pre-established financial goals.

The objectives of both the annual and the long-term incentive awards are to reward, motivate and retain executive officers while driving the long-term performance of the Company. We have a total rewards compensation philosophy, using a mix of cash and equity awards to deliver total compensation at competitive levels.

The elements of pay for executive officers in 2019 are set forth below:

64

Compensation Benchmarking for 2019

In connection with 2019 compensation decisions, the HR Committee reviewed the peer group of companies relative to key competitors across our industry and size factors, such as revenue, EBITDA, and market capitalization. The HR Committee decided to maintain the same peer group of companies as used for 2018. In addition to S&P 500 Index data, the resulting approved peer group of 14 intelligence development or financial/analysis processing companies will be reviewed when assessing compensation competitiveness.

Total Pay Mix

For 2019, target variable compensation will represent 91 percent of the direct compensation for the CEO and 80 percent of the direct compensation for the other NEOs, excluding Mr. Stead and Dr. Yergin who are no longer executive officers.

2019 Fixed and Variable Pay Elements

Role of Management, HR Committee and Independent Consultant

Role of Management

At the HR Committee’s request, the Company’s management provides the HR Committee with information, analyses, and recommendations regarding the Company’s executive compensation program and policies and assists the HR Committee in carrying out its responsibilities. The HR Committee also meets regularly in executive session without management present, including regularly

65

meeting with its independent compensation consultant. While the HR Committee considers the recommendations of the CEO regarding executive officer compensation levels (other than with respect to his own compensation), the HR Committee ultimately makes all decisions relating to executive officer compensation.

Role of the HR Committee

The HR Committee, which is currently composed of five independent directors, is responsible for the compensation of the executive officers. This means that the HR Committee sets base salaries and short-term and long-term incentive targets and approves the individual compensation elements for each executive officer.

In consultation with Pay Governance, the HR Committee’s independent compensation consultant, and Company management, the HR Committee actively oversees the design process of the Company’s incentive compensation programs and provides the final approval of incentive programs and quantitative performance metrics.

The HR Committee establishes target compensation and performance goals for the executive officers and determines annual incentive payments for the prior year, based upon a review of the performance achieved. As the HR Committee makes its decisions, it considers financial results in the most recent year, analysis against the compensation peer group of companies, feedback from shareholders through the Company’s engagement activities, feedback from proxy advisors, and input from the independent compensation consultant. The HR Committee reviews and approves compensation with a view to support the Company’s long-range plans, achieve superior annual and long-term financial results and make continued progress on the Company’s long-term strategic objectives.

Role of Independent Compensation Consultant

In 2018, after reviewing Pay Governance’s service to the HR Committee in 2017, the HR Committee engaged Pay Governance as its independent executive compensation advisor to provide guidance on executive compensation and related governance matters. In choosing Pay Governance, the HR Committee was specifically searching for a credible leader in the executive compensation field with diversified industry experience and expertise working through mergers of equals and harmonization of compensation plans and philosophies.

During 2018, Pay Governance advised the HR Committee on the composition of the peer group of companies, provided a competitive review of executive compensation relative to our peer group of companies, provided an assessment of independent director compensation, conducted a risk assessment of our compensation programs, reviewed our share usage and dilution relative to our peer group of companies, and assisted with other executive compensation and governance matters that arose during the course of the year. While the HR Committee considers the recommendations of Pay Governance, the HR Committee ultimately makes all decisions relating to executive officer compensation.

In July 2018, Pay Governance presented the results of its risk assessment to the HR Committee. It reviewed the attributes and structure of IHS Markit’s executive compensation program for the purpose of identifying potential sources of risk within the program design. Its assessment reflected IHS Markit’s 2017 and 2018 compensation programs and the Summary Compensation Table values as presented in IHS Markit’s 2017 Form 10-K/A and 2018 proxy statement. Based on its review, it did not observe any compensation program attributes that, when considered in the context of IHS Markit’s overall

66

program and oversight framework, indicate that IHS Markit’s programs are designed to, or have attributes that suggest they would support, inappropriate risk-taking by executives or employees.

The HR Committee has direct access to the Pay Governance advisors. Pay Governance had not previously provided services to legacy Markit or legacy IHS. Pay Governance does not perform any other work for IHS Markit, does not trade in IHS Markit common shares, and does not have any other economic interests or other relationships that would conflict with its obligation to provide impartial advice to the HR Committee.

Employment Contracts, Termination of Employment Arrangements, and Change in Control Arrangements

Mr. Stead did not have an employment agreement. Both legacy IHS and legacy Markit had entered into employment agreements and severance agreements with certain NEOs that are described under “Executive Employment Agreements” and “Potential Payments upon Termination or Change in Control.” In 2017, the HR Committee approved the terms of a new form of employment agreement for IHS Markit executive officers. The new form of employment agreement was introduced in mid-2017. During 2018, Mr. Kansler, Dr. Yergin and Ms. Granat signed new employment agreements.

Compensation and Risk

As it designed the Company’s compensation philosophy and strategy, the HR Committee considered the balance between appropriately motivating executives and employees and ensuring that the Company’s compensation program does not encourage excessive risk-taking. The HR Committee, with the assistance of Pay Governance, annually reviews and assesses the risks arising from the Company’s compensation policies and practices. The HR Committee believes that the balance between the Company’s cash and equity incentives, selection of performance measures, and other governance practices, such as our share ownership guidelines, anti-hedging/pledging policy, incentive compensation recoupment policy, and sound internal controls over financial reporting to ensure that performance-based compensation is earned on the basis of accurate financial data, all help ensure that the Company’s compensation plans and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

Accounting and Tax Treatment

The HR Committee considers the anticipated accounting and tax treatment to IHS Markit and to the executive officers in its decision-making process. From an accounting perspective, the HR Committee’s preference is that there are no significant negative accounting implications due to the design of the compensation program.

Our compensation programs are designed with Sections 409A and 457A of the U.S. Internal Revenue Code in mind, with the intent to avoid adverse tax consequences for our executive officers.

Definitions of Non-GAAP Financial Measures

Throughout this CD&A, we refer to Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted EPS (“earnings per share”). These are non-GAAP financial measures used to supplement our financial statements, which are based on GAAP. We also refer to Revenue, which is a GAAP financial measure.

67

We define “EBITDA” as net income plus or minus net interest, plus provision for income taxes, depreciation, and amortization. Our definition of “Adjusted EBITDA” further excludes primarily non-cash items and other items that we do not consider to be useful in assessing our operating performance (e.g., stock-based compensation expense, restructuring charges, acquisition-related costs and performance compensation, exceptional litigation, net other gains and losses, pension mark-to-market and other adjustments, the impact of joint ventures and noncontrolling interests, and discontinued operations). “Adjusted EBITDA Margin” is defined as Adjusted EBITDA divided by Revenue. We define “Adjusted EPS” as Adjusted Net Income divided by diluted weighted average shares. “Adjusted Net Income” is defined as net income plus or minus primarily non-cash items and other items that management does not consider to be useful in assessing our operating performance (e.g., stock-based compensation expense, amortization related to acquired intangible assets, restructuring charges, acquisition-related costs and performance compensation, acquisition financing fees, net other gains and losses, pension mark-to-market expense and other adjustments, and the impact of noncontrolling interests, all net of the related tax effects).

Reconciliations of our non-GAAP measures to comparable GAAP measures are provided with the schedules to each of our quarterly earnings releases. The most recent non-GAAP reconciliations and definitions were furnished as an exhibit to our Form 8-K filed on January 15, 2019 in the schedules to our most recent quarterly earnings release for the year ended November 30, 2018 and on pages 36 and 45 of our Annual Report on Form 10-K filed with the SEC on January 18, 2019. They are also available on our website (http://investor.ihsmarkit.com).

Compensation Committee Interlocks and Insider Participation

None of the members of our HR Committee were at any time during 2018, or at any other time, an officer or employee of IHS Markit or any of our subsidiaries or had any relationship requiring disclosure under the SEC’s rules regarding related person transactions. None of our executive officers serves on the board of directors or compensation committee of a company that has an executive officer that serves on our Board of Directors or our HR Committee.

68

EXECUTIVE COMPENSATION TABLES

Table 1. 2018 Summary Compensation Table

Table 1 sets forth information concerning compensation earned by or paid to the following persons for the years 2018, 2017 and 2016:

We refer to these individuals collectively as our “named executive officers” or “NEOs.”