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): December 19, 2019
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (Commission | (I.R.S. Employer | ||||||||||||
| incorporation or organization) | File Number) | Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (203 ) 810-1000
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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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 ☐
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Securities registered pursuant to Section 12(b) of the Act:
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Item 5.07 Submission of Matters to a Vote of Security Holders
(a) On December 19, 2019, FactSet Research Systems Inc. ("FactSet" or the "Company") held its 2019 Annual Meeting of Stockholders (the "Meeting").
(b) The three proposals described below were submitted to the stockholders at the Meeting. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are also set forth below.
Proposal 1: To elect three members to FactSet's Board of Directors
| Nominee | For | Against | Abstained | Broker Non-Votes | ||||||||||
| F. Philip Snow | 30,194,688 | 327,663 | 35,896 | 2,943,818 | ||||||||||
| Sheila B. Jordan | 30,425,397 | 98,499 | 34,351 | 2,943,818 | ||||||||||
| James J. McGonigle | 29,633,293 | 888,904 | 36,050 | 2,943,818 | ||||||||||
The three nominees were elected to FactSet's Board of Directors. F. Philip Snow, Sheila B. Jordan, and James J. McGonigle will serve as directors until the Company's 2022 Annual Meeting of Stockholders or until their respective successors are elected and qualified. The other directors whose terms of office continued after the Meeting are: Robin A. Abrams, Scott A. Billeadeau, Malcolm Frank, Philip A. Hadley, Laurie Siegel, and Joseph R. Zimmel.
Proposal 2: To ratify the appointment of the accounting firm of Ernst & Young LLP as FactSet's independent registered public accounting firm for the fiscal year ending August 31, 2020.
| For | 33,393,927 | ||||
| Against | 80,732 | ||||
| Abstained | 27,406 | ||||
| Broker Non-Votes | — | ||||
The appointment of Ernst & Young LLP was ratified.
Proposal 3: To approve, by a non-binding vote, the fiscal 2019 compensation awarded to the Company's named executive officers.
| For | 29,799,685 | ||||
| Against | 703,893 | ||||
| Abstained | 54,669 | ||||
| Broker Non-Votes | 2,943,818 | ||||
The fiscal 2019 compensation awarded to FactSet's named executive officers was approved by a non-binding vote.
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.
FACTSET RESEARCH SYSTEMS INC. (Registrant) | |||||||||||||||||
| Date: December 20, 2019 | By: | /s/ HELEN L. SHAN | |||||||||||||||
| Helen L. Shan Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||||||||||||||