fds20181219_8k.htm

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 18, 2018

 

FactSet Research Systems Inc.

(Exact name of Registrant as specified in its charter)

 

 

Delaware

1-11869

13-3362547

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

 

 

601 Merritt 7

Norwalk, Connecticut 06851

(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:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

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 5.07

Submission of Matters to a Vote of Security Holders

 

 

(a)

On December 18, 2018, FactSet Research Systems Inc. (“FactSet” or the “Company”) held its 2018 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.

 

                           

Broker

  

Nominee

  

For

    

Against

    

Abstained

    

Non-Votes

  

Scott A. Billeadeau

     30,467,272       1,028,158       17,614       3,269,962  

Philip A. Hadley

     30,270,781       1,227,495       14,768       3,269,962  

Joseph R. Zimmel

     31,205,558       288,768       18,718       3,269,962  

 

The three nominees were elected to FactSet’s Board of Directors. Scott A. Billeadeau, Philip A. Hadley and Joseph R. Zimmel 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 whose terms of office continued after the Meeting are: Robin A. Abrams, Malcolm Frank, Sheila B. Jordan, James J. McGonigle, Laurie Siegel, and F. Philip Snow.

 

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, 2019.

 

For

     34,714,769  

Against

     53,738  

Abstained

     14,499  

Broker Non-Votes

     0  

 

The appointment of Ernst & Young LLP was ratified.

 

Proposal 3: To approve, by a non-binding vote, the fiscal 2018 compensation awarded to the Company’s named executive officers.

 

For

     30,434,200  

Against

     1,026,879  

Abstained

     51,965  

Broker Non-Votes

     3,269,962  

 

The fiscal 2018 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 thereunto duly authorized.

 

 

FACTSET RESEARCH SYSTEMS INC.

 

(Registrant)
   

Date: December 20, 2018

/s/ HELEN L. SHAN

 

Helen L. Shan

 

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)