UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 8, 2018
FactSet Research Systems Inc.
(Exact name of Registrant as specified in its charter)
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Delaware |
1-11869 |
13-3362547 |
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(State or other jurisdiction of |
(Commission |
(I.R.S. Employer |
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incorporation or organization) |
File Number) |
Identification Number) |
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601 Merritt 7
Norwalk, Connecticut 06851
(Address of principal executive offices)
(203) 810-1000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry Into A Material Definitive Agreement
On May 8, 2018, FactSet Research Systems Inc. (the “Company” or “FactSet”) entered into a separation of employment and general release agreement with Maurizio Nicolelli (the “Agreement”), pursuant to which Mr. Nicolelli will remain in his current position as Chief Financial Officer (“CFO”) until his successor is appointed, participate in an orderly transition of duties to the new CFO and remain an employee of FactSet until his effective termination date of December 31, 2018. In exchange for fulfilling these obligations to the Company, Mr. Nicolelli will receive, under the terms of the Agreement, the following: (i) a lump sum separation payment of $483,333 within 15 days after expiration of the revocation period as defined in the Agreement; (ii) continued base salary of $300,000 through December 31, 2018; and (iii) the acceleration of the vesting of certain outstanding stock options. In addition, the Agreement provides for a release of claims by Mr. Nicolelli and the Company and other terms and conditions customary for agreements of this nature.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2018.
Item 7.01 Regulation FD Disclosure
A copy of the Company’s press release announcing the matter described under Item 1.01 above is attached hereto and furnished as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
Description |
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99.1 |
Press Release of FactSet Research Systems Inc., dated May 8, 2018 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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FACTSET RESEARCH SYSTEMS INC. (Registrant) |
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Date: May 8, 2018 |
By: |
/s/ F. PHILIP SNOW |
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F. Philip Snow |
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Chief Executive Officer |
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(Principal Executive Officer) |
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EXHIBIT INDEX
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Exhibit No. |
Description of Document |
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99.1 |
Press Release of FactSet Research Systems Inc., dated May 8, 2018 |
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Exhibit 99.1
News Release
FactSet Announces Planned Departure of its Chief Financial Officer
Maurizio Nicolelli has entered into a separation agreement and will remain with FactSet through December 2018
Norwalk, Conn., May 8, 2018 - FactSet (NYSE:FDS) (NASDAQ:FDS), a global provider of integrated financial information, analytical applications, and industry-leading services, today announced that it has entered into a separation agreement with Maurizio Nicolelli, the company’s Chief Financial Officer. The agreement was entered into after Nicolelli and FactSet discussed his transition from his role as Senior Vice President, Chief Financial Officer, to pursue other interests. Nicolelli will remain with FactSet through December 2018, until a successor has joined to ensure a smooth transition of his duties.
Nicolelli joined FactSet as a Senior Accountant in 1996 and has led the Finance organization since 2009, through his roles as Principal Financial Officer and Chief Financial Officer. FactSet has experienced strong growth during his tenure, more than doubling its Annual Subscription Value (ASV). Nicolelli oversaw numerous M&A projects, including the acquisition, day-to-day management, and eventual successful divesture of Market Metrics.
“I am proud to have been a part of FactSet’s success and its creation of significant shareholder value,” said Nicolelli. “I have been fortunate to work with a talented and dedicated team that has both contributed to the company’s success and has positioned it for continued growth. I will always think fondly of FactSet’s great culture and people.”
“Maurizio leads a strong, dedicated global finance department,” said Phil Snow, FactSet CEO. “He has been an instrumental member of our FactSet senior leadership team. We thank him for his many contributions and wish him much success in his future endeavors.”
FactSet has commenced an executive search to identify a successor for the CFO position.
About FactSet
FactSet (NYSE:FDS | NASDAQ:FDS) delivers superior analytics, service, content, and technology to help more than 88,000 users see and seize opportunity sooner. We are committed to giving investment professionals the edge to outperform, with fresh perspectives, informed insights, and the industry-leading support of our dedicated specialists. We're proud to have been recognized with multiple awards for our analytical and data-driven solutions and repeatedly ranked as one of Fortune's 100 Best Companies to Work For and a Best Workplace in the United Kingdom and France. Subscribe to our thought leadership blog to get fresh insight delivered daily at insight.factset.com. Learn more at www.factset.com and follow on Twitter: www.twitter.com/factset.
FactSet
Investor Relations Contact:
Rima Hyder
857.265.7523
Rima.hyder@factset.com
Media Relations Contact:
Bruce Marcey
203.810.2514
Bruce.marcey@factset.com
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