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 17, 2020
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (203 ) 810-1000
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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).
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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 17, 2020, FactSet Research Systems Inc. ("FactSet" or the "Company") held its 2020 Annual Meeting of Stockholders (the "Meeting").
(b) The three proposals described below were submitted to the Company's 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 five members to FactSet's Board of Directors.
| Nominee | For | Against | Abstained | Broker Non-Votes | ||||||||||
| Robin A. Abrams | 29,458,767 | 2,340,813 | 175,601 | 2,526,376 | ||||||||||
| Laurie Siegel | 31,789,344 | 146,556 | 39,281 | 2,526,376 | ||||||||||
| Malcolm Frank | 31,580,064 | 354,483 | 40,634 | 2,526,376 | ||||||||||
| Siew Kai Choy | 31,826,691 | 107,596 | 40,894 | 2,526,376 | ||||||||||
| Lee Shavel | 31,830,266 | 104,329 | 40,586 | 2,526,376 | ||||||||||
The five nominees were elected to FactSet's Board of Directors. Robin A. Abrams, Laurie Siegel, and Malcolm Frank will serve as directors until the Company's 2023 Annual Meeting of Stockholders or until their respective successors are elected and qualified. Siew Kai Choy and Lee Shavel will serve as directors until the Company's 2021 Annual Meeting of Stockholders or until their respective successors are elected and qualified. The other directors of the Company whose terms of office continued after the Meeting are Sheila B. Jordan, James J. McGonigle, F. Philip Snow and Joseph R. Zimmel. As previously disclosed, Scott A. Billeadeau resigned as a director of FactSet effective the date of the Meeting,
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, 2021.
| For | 34,437,639 | ||||
| Against | 32,960 | ||||
| Abstained | 30,958 | ||||
| Broker Non-Votes | — | ||||
The appointment of Ernst & Young LLP was ratified.
Proposal 3: To approve, on a non-binding advisory basis, the fiscal 2020 compensation of the Company's named executive officers.
| For | 30,924,336 | ||||
| Against | 996,669 | ||||
| Abstained | 54,176 | ||||
| Broker Non-Votes | 2,526,376 | ||||
The fiscal 2020 compensation of FactSet's named executive officers was approved by a non-binding advisory 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 21, 2020 | By: | /s/ HELEN L. SHAN | |||||||||||||||
| Helen L. Shan Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||||||||||||||