SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ] Soliciting Material Pursuant to (S)240.14a-11(c)or(s)240.14a-12
FACTSET RESEARCH SYSTEMS INC.
- --------------------------------------------------
(Name of Registrant as Specified In its Charter)
- --------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Notes:
FactSet Research Systems Inc.
One Greenwich Plaza
Greenwich, Connecticut 06830
203.863.1500 / 203.863.1501(Fax)
November 24, 1998
Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders of
FactSet Research Systems Inc. on January 7, 1999, at 10:00 a.m. The meeting will
be held at our corporate headquarters located at One Greenwich Plaza, Greenwich,
Connecticut.
Details of the business to be conducted at the annual meeting are given in the
attached Notice of Annual Meeting and Proxy Statement.
Whether or not you attend the annual meeting, it is important that your shares
be represented and voted. Therefore, I urge you to mark, sign, date, and
promptly return the enclosed proxy in the accompanying postage-paid envelope.
Should you decide to attend the annual meeting, you will of course have the
opportunity to vote in person.
On behalf of the Board of Directors, I would like to express our appreciation
for your continued support and loyalty.
Sincerely,
Howard E. Wille
Chairman of the Board and
Chief Executive Officer
FACTSET RESEARCH SYSTEMS INC.
One Greenwich Plaza
Greenwich, Connecticut 06830
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
January 7, 1999
To Our Shareholders:
The annual meeting of shareholders of FactSet Research Systems Inc. ("the
Company"), a Delaware Corporation, will be held at the Company's corporate
headquarters at One Greenwich Plaza, Greenwich, Connecticut, on January 7, 1999,
at 10:00 a.m. for purposes of acting on the following matters:
1. To elect three directors.
2. To ratify the appointment of PricewaterhouseCoopers LLP as the independent
accountants of the Company for the current fiscal year.
3. To transact such other business as may properly come before the annual
meeting.
Only shareholders of record at the close of business on November 13, 1998 are
entitled to notice of, and to vote at, this meeting.
Ernest S. Wong
Secretary
Greenwich, Connecticut
November 24, 1998
IMPORTANT
Whether or not you expect to attend in person, we urge you to mark, sign, date,
and return the enclosed proxy at your earliest convenience. This will ensure the
presence of a quorum at the meeting. Promptly marking, signing, dating, and
returning the proxy will save the Company the expenses and extra work of
additional solicitation. An addressed envelope for which no postage is required
if mailed in the United States is enclosed for that purpose. Sending in your
proxy will not prevent you from voting your shares at the annual meeting if you
desire to do so, as your proxy is revocable at your option.
FACTSET RESEARCH SYSTEMS INC.
One Greenwich Plaza
Greenwich, Connecticut 06830
PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS
To Be Held January 7, 1999
The Board of Directors of FactSet Research Systems Inc. ("the Company" or
"FactSet") furnishes this Proxy Statement, which was first mailed to
shareholders on November 24, 1998, in connection with the solicitation of
proxies and will be voted at the annual meeting of shareholders of the Company
("the Meeting"). The Meeting will be held at 10:00 a.m. on January 7, 1999 at
One Greenwich Plaza, Greenwich, Connecticut, and any adjournment thereof, for
the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders.
Shareholders who execute proxies retain the right to revoke them at any time
prior to the exercise of the powers conferred thereby by delivering a signed
statement to the Secretary of the Company at or prior to the Meeting or by
executing another proxy dated as of a later date. The cost of the solicitation
of proxies will be borne by the Company.
The only outstanding voting security of the Company is its common stock, $0.01
par value per share (the "Common Stock"). Shareholders of record at the close of
business on November 13, 1998 will be entitled to vote at the Meeting on the
basis of one vote for each share of Common Stock held. On November 13, 1998,
there were 10,032,396 outstanding shares of Common Stock.
I. Director And Executive Officer Information
Information Regarding the Board of Directors and Related Committees
The Board of Directors (the "Board") and related Committees of the Company are
served by:
Joseph E. Laird, Jr., Director. Mr. Laird has been a Managing Director of
Veronis, Suhler & Associates ("Veronis"), a leading specialty investment bank
exclusively serving the media and information industries since 1989. From 1982
to 1989, he was an institutional equity salesman and a senior securities analyst
of database information services for Hambrecht & Quist. From 1975 to 1982, Mr.
Laird was an institutional equity salesman and investment strategist for
PaineWebber Mitchell Hutchins. Mr. Laird is a member of the Compensation
Committee and has served on the Board since 1993. His current Board term expires
in concurrence with the Annual Meeting of Shareholders for fiscal 1998.
David R. Korus, Director. Mr. Korus is a Partner and Portfolio Manager with
Owenoke Capital Management LLC ("Owenoke"). Prior to founding Owenoke in 1998,
Mr. Korus managed technology assets for Westcliff Capital Management LLC and
Kingdon Capital Management, large diversified hedge funds. Mr. Korus began his
career in 1983 with Kidder, Peabody & Co. researching technology stocks. Later
he became Chairman of the Research Steering Committee and was responsible for
managing the technology research department. During his 11-year tenure with
Kidder, Peabody & Co., Mr. Korus followed over 100 companies in the software and
hardware industries. Mr. Korus is a member of the Compensation Committee and has
served on the Board since July 1997. His current Board term expires in
concurrence with the Annual Meeting of Shareholders for fiscal 2000.
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John C. Mickle, Director. Mr. Mickle has been President of Sullivan, Morrissey &
Mickle Capital Management Corporation since 1978. Mr. Mickle is an experienced
investment advisor, having held prior positions with Shearson Hayden Stone,
Inc., UBS-DB Corporation, and Faulkner, Dawkins & Sullivan, Inc. Mr. Mickle is
also a director of Mickelberry Communications Inc. Mr. Mickle is a member of the
Audit Committee and has served on the Board since November 1997. His current
Board term expires in concurrence with the Annual Meeting of Shareholders for
fiscal 2000.
Walter F. Siebecker, Director. Mr. Siebecker joined the National Securities
Clearing Corporation ("NSCC") in 1996 as a Managing Director in charge of the
organization's Annuity Processing Service. Mr. Siebecker has an extensive
background in retail and institutional investment services in the domestic and
global markets. Prior to joining NSCC, Mr. Siebecker was a consultant to the
Trading Services Division at Lehman Brothers and spent 16 years at Smith Barney
Inc., where he was responsible for the operations division as Executive Vice
President and Chief Operations Officer. Mr. Siebecker is a member of the Audit
Committee and has served on the Board since November 1997. His current Board
term expires in concurrence with the Annual Meeting of Shareholders for fiscal
1999.
Charles J. Snyder, President, Chief Technology Officer and Director. Mr. Snyder
was a founder of the Company in 1978 and has held his current positions with the
Company since that time. From 1964 to 1977, Mr. Snyder worked for Faulkner,
Dawkins & Sullivan, Inc., eventually becoming Director of Computer Research, a
position he retained with Shearson Hayden Stone, Inc. after its acquisition of
Faulkner, Dawkins & Sullivan, Inc. in 1977. Mr. Snyder received a B.S.E. in
Electrical Engineering from Princeton University and a M.S. in Mathematics from
New York University. Mr. Snyder has been a Director of the Company since its
formation in 1978. His current Board term expires in concurrence with the Annual
Meeting of Shareholders for fiscal 1998. Mr. Snyder's employment contract with
the Company expires August 31, 1999. He has agreed to remain employed as a
consultant to the Company's engineering and technology groups. Mr. Snyder has
indicated his further intention to continue serving as a Director of the
Company.
Howard E. Wille, Chairman of the Board of Directors, Chief Executive Officer and
Director. Mr. Wille was a founder of the Company in 1978 and has held his
current positions with the Company since that time. From 1966 to 1977, Mr. Wille
was a partner and Director of Research at Faulkner, Dawkins & Sullivan, Inc., a
Wall Street investment firm, and held a managerial position with Shearson Hayden
Stone, Inc. after its acquisition of Faulkner, Dawkins & Sullivan, Inc. in 1977.
He was President and Chief Investment Officer of Piedmont Advisory Corporation
from 1961 to 1966 and, prior to that time served as a securities analyst,
investment manager and investment counselor for several firms. Mr. Wille
received a B.A. in Philosophy from the City College of New York. Mr. Wille has
been a Director of the Company since its formation in 1978. His current Board
term expires in concurrence with the Annual Meeting of Shareholders for fiscal
1999.
The Board has two subcommittees, a Compensation Committee and an Audit
Committee. The Compensation Committee is served by Mr. Laird and Mr. Korus and
its primary function is to assist the Board in fulfilling its oversight
responsibilities to ensure officers and other key executives are compensated in
accordance with the Company's total compensation and organizational objectives.
The Audit Committee is served by Mr. Mickle and Mr. Siebecker. Its primary
function is to assist the Board in fulfilling its oversight responsibilities by
reviewing annual financial information provided to shareholders, monitoring the
Company's system of internal controls, and overseeing the external audit process
performed by the Company's independent public accountants.
During fiscal 1998, the Board of Directors met four times, the Compensation
Committee met three times, and the Audit Committee met twice. Mr. Korus, Mr.
Mickle, Mr. Snyder, and Mr. Wille attended 100% of the aggregate number of Board
meetings. Mr. Laird and Mr. Siebecker attended three Board meetings. Each
Compensation and Audit Committee meeting was attended by all its member
directors.
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Howard E. Wille and Charles J. Snyder, officers of the Company, receive no
compensation for serving on the Board. Non-employee directors receive an annual
retainer of $10,000 plus 2,000 non-qualified stock options on the date of each
annual meeting. In addition, non-employee directors are entitled to $1,000 for
attending each meeting of a committee of the Board (or $500 for participating by
telephone). In addition, committee chairmen receive an annual fee of $2,500.
Mr. Laird's firm, Veronis, received services from the Company for which it has
not been separately charged. In fiscal 1998, the value of these services was
$120,000. In return for the value of such services, the Company is entitled to
receive certain consulting and investment banking services from Veronis.
Section 16(a) Beneficial Ownership Reporting Compliance
The Company believes that during fiscal 1998, its executive officers, directors,
and beneficial owners of more than 10% of the common stock complied with Section
16(a) of the Securities Exchange Act of 1934, and the rules and regulations
adopted thereunder.
Information Regarding Beneficial Ownership of Principal Shareholders, Directors,
and Management
The following table sets forth, as of November 13, 1998, certain information
regarding the beneficial ownership of the Company's Common Stock by (I) each
person who is known by the Company to own beneficially more than 5% of the
outstanding shares of the Common Stock, (II) each director and the named
executive officers of the Company, and (III) all directors and executive
officers of the Company as a group.
Beneficial Ownership
of Common Stock Percentage of
Name at November 13, 1998 Common Stock
_______________________________________________________________________________________________________________
Howard E. Wille (1)(2) 2,013,025 20.1%
Charles J. Snyder (1) 1,873,925 18.7
Waddell & Reed Inc. (3) 631,000 6.3
Ernest S. Wong (1) 5,537 see note (4)
David R. Korus (1) -- --
Joseph E. Laird, Jr. (1) -- --
John C. Mickle (1) -- --
Walter F. Siebecker (1) 1,700 see note (4)
FactSet Research Systems Inc. Employee Stock Ownership Plan (1) 851,429 8.5
All directors and executive officers of the Company as a Group (7 persons) 3,894,187 38.8
_______________________________________________________________________________________________________________
(1) The address for each of these beneficial owners is FactSet Research Systems
Inc., One Greenwich Plaza, Greenwich, CT 06830.
(2) Adelaide P. McManus, Mr. Wille's spouse and the Company's Chief
Administrative Officer, owns 800 shares of Common Stock and holds options to
purchase 64,000 shares of Common Stock. Mr. Wille disclaims beneficial ownership
of such shares.
(3) Based on Schedule 13G/A, Amendment No. 1 filed January 30, 1998. The address
of Waddell & Reed Inc. is 6300 Lamar Avenue, Shawnee Mission, Kansas 66201.
(4) Percentage of Common Stock is less than 0.1%
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Information Regarding Executive Officer Compensation
Cash Compensation
The following table summarizes the compensation earned by the Company's
executive officers for the latest three fiscal years ended August 31, 1998.
Summary Compensation Table Securities
Annual Compensation Underlying
Other Company
Fiscal Annual Options/ All Other
Name and Principal Position Year Salary Bonus Comp.(1) SAR Grants Comp (2)
______________________________________________________________________________________________
Howard E. Wille, 1998 $300,000 $400,000 $ - - $47,228
Chairman and 1997 300,000 300,000 - - 54,048
Chief Executive Officer 1996 650,000 - 160,000 - 115,404
Charles J. Snyder, 1998 300,000 400,000 - - 18,034
President and 1997 300,000 300,000 - - 24,326
Chief Technology Officer 1996 540,000 - 50,000 - 27,404
Ernest S. Wong, (3) 1998 212,500 75,000 - 7,500 7,410
Senior Vice President, 1997 187,500 50,000 - - -
Chief Financial Officer 1996 40,500 25,000 - 40,000 -
and Secretary
John S. Gross, (4) 1996 77,885 25,000 - - -
former Chief Financial Officer
______________________________________________________________________________________________
(1) Represents income tax payments made by the Company.
(2) Represents annual employer contributions to named executive officers'
Employee Stock Ownership Plan accounts and annual premiums paid by the Company
on life insurance policies for Mr. Wille and Mr. Snyder.
(3) Mr. Wong joined the Company as Senior Vice President, Chief Financial
Officer and Secretary on June 3, 1996. Mr. Wong received a one-time signing
bonus of $25,000 and received options to purchase 40,000 shares of Common Stock
under the Company's 1996 Stock Option Plan.
(4) Effective January 3, 1995, Mr. Gross was granted options to purchase 30,000
shares of Common Stock under the Company's 1994 Stock Option Plan. In February
1996, Mr. Gross resigned from the Company, at which time he exercised the vested
portion of his options (representing 6,000 shares of Common Stock) and forfeited
the unvested portion (representing 24,000 shares of common stock).
Compensation Pursuant to Stock Options
Stock Option Grants in the Last Fiscal Year
During fiscal 1998, Mr. Wong was granted incentive stock options to purchase
7,500 shares of the Company's common stock. The options expire ten years from
the date of grant and vest at a rate of 20% per year beginning one year after
the grant date. The option exercise price was the fair value of the Company's
stock on the date of grant. No other stock option grants were made to the named
executive officers in fiscal 1998.
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% of Total (1)
Number of Securities Options/SARs Grant Date
Underlying Options/ Granted to Employ Exercise or Expiration Fair
SARs Granted ees in Fiscal Year Base Price Date Value
Name (#) (%) ($/sh) ($)
_________________________________________________________________________________________
Howard E. Wille - - - - -
Charles J. Snyder - - - - -
Ernest S. Wong 7,500 2.4 $30.00 2/9/2008 $84,150
_________________________________________________________________________________________
(1) The fair value of the option grant is estimated using the Black-Scholes
option-pricing model. Assumptions used by the model were a risk-free interest
rate of 5.5%, an expected option life of 4 years, expected volatility of 38% and
no dividends.
Aggregated Stock Option Exercises in Last Fiscal Year and Fiscal Year-End Stock
Option Values
The following table provides information on stock option exercises in fiscal
1998 by the named executive officers and the value of such officers' unexercised
stock options at August 31, 1998.
Shares Number of Securities Value of
Acquired Value Underlying Unexercised Unexercised Im-the-Money
On Exercise Realized Options/SARs at Fiscal Year End Options/SARs at Fiscal Year-End
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
________________________________________________________________________________________________________
Howard E. Wille - - - - - -
Charles J. Snyder - - - - - -
Ernest S. Wong (1) 5,537 $79,594 10,463 31,500 $159,561 $382,875
________________________________________________________________________________________________________
(1) On September 24, 1997 Mr. Wong exercised 5,537 stock options. The aggregate
stock option exercise price was paid for through an exchange of 3,000 shares of
FactSet Research Systems Inc. Common Stock directly owned by Mr. Wong.
Report on Executive Compensation
The Compensation Committee ("the Committee") is responsible for administering
the Company's executive compensation policies and practices. In fiscal 1998, the
Committee reviewed cash compensation for the Chairman and Chief Executive
Officer, the President and Chief Technology Officer ("the top two officers") and
the Senior Vice President, Chief Financial Officer and Secretary. The Committee
also reviews and approves the aggregate number of options granted to employees
to purchase common stock of the Company.
In carrying out its duties, the Committee has direct access to independent
compensation consultants and outside survey data. The Committee is composed of
outside directors and reports regularly to the Board. Such outside directors are
not eligible to participate in any of the plans or programs it administers.
Compensation for the named executive officers and other key management positions
is designed to:
1. Attract, retain, and motivate key personnel.
2. Be competitive with compensation offered for similar positions by companies
in the technology and financial services industries.
3. Tie a meaningful portion of compensation to the Company's operating and
financial performance through annual bonuses.
4. Link the financial interests of key employees and the Company's shareholders
via stock-based incentives.
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Overall, the Company aims to deliver above-average compensation contingent on
achievement of superior levels of Company and individual performance.
Compensation is delivered through three major components, as described below:
Base Salary
Base salaries have been established according to the experience and
qualifications of the individual executives. Generally, base salaries are
intended to be sufficiently competitive to attract and retain key employees. The
base salary and benefits of the top two officers are based on employment
agreements with the Company. The terms of such agreements are described in the
section entitled "Employment Agreements" below. In fiscal 1998, the base salary
for the two top officers remained at $300,000 and was not increased.
Annual Bonus
Annual bonuses have been determined on a discretionary basis considering a
number of factors including the Company's profitability, revenue growth,
achievement of strategic and department goals, individual performance, and
competitive market practices. As discussed below, the Committee determined the
bonuses for the top two officers in fiscal 1998 based on the Company's
operational and financial performance and competitive compensation levels
determined by an independent compensation consulting firm.
For fiscal 1998, the Committee made a cash bonus award of $400,000 to each of
the top two officers. Such awards were based on 1) recognition of record
revenues ($78.8 million) and earnings per share ($1.17), continued momentum in
international growth (53% increase to record revenues of $10.0 million), a 28.4%
return on average shareholders' equity and 2) a study by independent
compensation consultants retained by the Compensation Committee. This study
indicated that the awarded bonus level would result in the total compensation
for the named executive officers to be between the 50th and 75th percentile of
the market.
Stock Options
Stock options are intended to align incentives with long-term stock performance
and act as a motivational and retention tool. The Company's first grant of stock
options was to selected employees in fiscal 1995 and to Mr. Wong upon
commencement of his employment in fiscal 1996. Stock option grants were made in
fiscal 1998 to selected key employees based on individual contribution and
potential. Stock option grants have not been made to the top two officers
because of their significant ownership stake in the Company.
Section 162(m) of the Internal Revenue Code of 1986, as amended ("the Code")
imposes a limitation on the deductibility of nonperformance-based compensation
in excess of $1 million paid to named executive officers. As such, compensation
paid in fiscal 1998 by the Company is fully tax deductible. The tax
deductibility of compensation for the named executive officers will be preserved
so long as such actions are consistent with the Committee's compensation
policies and objectives and in the best interests of the Company and its
shareholders.
The Committee believes that the fiscal 1998 compensation of the named executive
officers was aligned with the Company's performance and returns to shareholders
and provided a balanced mix between base pay and incentive compensation.
Compensation Committee
Joseph E. Laird, Jr. David R. Korus
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Employment Agreements
The Company has employment contracts with Howard E. Wille, the Company's
Chairman and Chief Executive Officer, and Charles J. Snyder, the Company's
President and Chief Technology Officer. Under the agreements, Mr. Wille and Mr.
Snyder are employed in their current positions for three-year terms ending in
1999 that renew annually and are terminable by the Company or the executive on
one year's notice. The agreements provide for annual base salaries of $300,000
for Mr. Wille and $300,000 for Mr. Snyder and entitle each to participate in any
bonus or employee benefit plans and arrangements in effect from time to time. In
the event the employment of Mr. Wille or Mr. Snyder is terminated by the Company
for reasons other than their disability or cause, as defined in the agreements,
Mr. Wille or Mr. Snyder, as the case may be, will be entitled to receive 1.) a
lump sum payment of three times the sum of his base salary and the highest
annual bonus paid to him over the prior three calendar years, 2.) three years of
continuing participation in the Company's benefit plans (or, if not possible for
any reason, comparable arrangements providing substantially similar benefits),
and 3.) in the event such termination of employment is in connection with a
change of control (within the meaning of Section 280G of the Code) of the
Company, reimbursement for any excise taxes incurred as a result of the
termination payments described herein. Also under the agreements, Mr. Wille and
Mr. Snyder agreed not to engage in certain activities in competition with the
Company, including directly or indirectly owning, managing, operating, joining,
controlling, employment by or participation in or consulting for any business
which is similar to or competes with the Company or its subsidiaries, during the
term of their respective employment with the Company and for two years
thereafter.
Mr. Snyder's employment contract expires August 31, 1999. He has agreed to
remain employed as a consultant to the Company's engineering and technology
groups. Mr. Snyder has indicated his further intention to continue serving as a
director of the Company.
The Company has an agreement dated May 8, 1996 with Ernest S. Wong relating to
the terms of his employment. Under the agreement, in the event Mr. Wong is
terminated by the Company at any time for reasons other than good cause, as set
forth in the agreement, the Company will continue to pay his base salary and
standard employment benefits for 12 months following the date of such
termination. In the event Mr. Wong is terminated for any reason within one year
following a change in control of the Company, as defined in the agreement, Mr.
Wong will be entitled to continue receiving his base salary and standard
employment benefits for two years from the date of such termination.
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Performance Graph
Comparison of cumulative total return among FactSet Research Systems Inc., the
S&P 500 Index, and the NASDAQ Computer Index.
[Performance Graph Omitted]
FactSet S&P 500 NASDAQ Computer Index
- -----------------------------------------------------------------------------
June 28, 1996 100 100 100
August 31, 1996 119 97 96
August 31, 1997 161 134 159
August 31, 1998 189 148 166
- -----------------------------------------------------------------------------
FactSet began trading on the New York Stock Exchange on June 28, 1996. The
initial public offering price was $17.00 per common share. At August 31, 1998,
the price per common share was $32.25. At fiscal year-end 1997 and 1996, the
price per common share was $27.4375 and $20.25, respectively. The stock
performance graph assumes an investment of $100 on June 28, 1996 in FactSet
stock and an investment of $100 at that time in both the S&P 500 Index (assuming
dividends are reinvested) and the NASDAQ Computer Index.
Certain Transactions
In early fiscal 1998, Mr. Wille repaid, in full, a non-interest-bearing advance
owed to the Company. The largest amount of his indebtedness outstanding during
fiscal 1998 was $388,500.
II. Election of Directors
Three directors are to be elected at the annual meeting of shareholders. Each
director will hold office for a term not exceeding three years or until a
successor is elected and qualified. It is intended that the accompanying proxy
will be voted in favor of the following persons to serve as directors unless the
shareholder indicates to the contrary on the proxy.
Management expects that the nominees will be available for election. However, if
a nominee is not a candidate at the time the election occurs, it is intended
that such proxy will be voted for the election of another nominee to be
designated by the Board to fill any such vacancy. The Board requests that the
shareholders vote in favor of the following nominees to serve a three-year term
expiring in concurrence with the Annual Meeting of Shareholders for fiscal year
2001:
John D. Connolly. Mr. Connolly is an experienced investment professional with a
distinguished career in the financial services industry. He was a
principal/partner and portfolio manager with Miller Anderson & Sherrerd from
1990 to 1998. From 1984 to 1990, Mr. Connolly served as Senior Vice President,
Chief Investment Strategist for Dean Witter Reynolds ("Dean Witter"). Prior to
joining Dean Witter, he held the position of Senior Vice President, Director of
Research for Shearson/American Express. Mr. Connolly has also held various
senior positions with E.F. Hutton, White Weld, Faulkner, Dawkins & Sullivan,
Inc., National Securities & Research, and Citibank.
Joseph E. Laird, Jr., Refer to page 1 for Mr. Laird's biography.
Charles J. Snyder, Refer to page 2 for Mr. Snyder's biography.
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III. Ratification of the Selection of Independent Public Accountants
The Board requests that the shareholders ratify its selection of
PricewaterhouseCoopers LLP as independent accountants for the Company for the
current fiscal year. If the shareholders do not ratify the selection of
PricewaterhouseCoopers LLP, the Board will select another firm of independent
accountants. Representatives of PricewaterhouseCoopers LLP will be present at
the Meeting and will have an opportunity to make a statement. They will also be
available to respond to appropriate questions.
IV. Solicitation of Proxies
The Board solicits the proxy accompanying this Proxy Statement. Officers,
directors, and regular supervisory and executive employees of the Company, none
of whom will receive any additional compensation for their services, may solicit
proxies. Such solicitations may be made personally, or by mail, facsimile,
telephone, telegraph, or messenger. The Company will reimburse persons holding
shares of Common Stock in their names or in the names of nominees, but not
owning such shares beneficially, such as brokerage houses, banks, and other
fiduciaries, for the expense of forwarding solicitation materials to their
principals. The Company will pay all of the costs of solicitation of proxies.
V. Vote Tabulation
Vote Required
Under the Delaware General Corporation Law, the election of the Company's
directors requires a plurality of the votes represented in person or by proxy at
the Meeting and the ratification of the selection of accountants requires that
the votes in favor exceed the votes against. The Bank of New York will tabulate
votes cast by proxy or in person at the Meeting.
Effect of an Abstention and Broker Non-Votes
A shareholder who abstains from voting on any or all proposals will be included
in the number of shareholders present at the Meeting for the purposes of
determining the presence of a quorum. Abstentions will not be counted either in
favor of or against the election of the nominees or other proposals. Under the
rules of the National Association of Securities Dealers, brokers holding stock
for the accounts of their clients who have not been given specific voting
instructions as to a matter by their clients may vote their clients' proxies at
their own discretion.
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VI. Proposals of Shareholders
Proposals of shareholders intended to be presented at the fiscal year 2000
Annual Meeting of Shareholders must be received by the Company's Secretary no
later than August 1, 1999, to be included in the Company's Proxy Statement.
VII. Other Matters
The Board does not intend to bring any other business before the Meeting, and so
far as is known to the Board, no matters are to be brought before the Meeting
except as specified in the notice of the Meeting. However, as to any other
business, which may properly come before the Meeting, it is intended that
proxies, in the form enclosed, will be voted in respect thereof in accordance
with the judgment of the persons voting such proxies.
/s/Ernest S. Wong
_________________
Ernest S. Wong
Secretary
Greenwich, Connecticut
November 24, 1998
A copy of the Company's Form 10-K report for fiscal 1998, filed with the
Securities and Exchange Commission, may be obtained by contacting:
Investor Relations
FactSet Research Systems Inc.
One Greenwich Plaza
Greenwich, Connecticut 06830
203.863.1500
investors@factset.com
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