Item 2.02 Results of Operations and Financial Condition
On
Exhibit 99.1 to this Report contains certain financial measures that are
considered non-GAAP financial measures as defined in the rules issued by the
Item 5.07 Submission of Matters to a Vote of Security Holders
(a) On
(b) The nine 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 three members to FactSet's Board of Directors.
Broker Nominee For Against Abstain Non-Votes James J. McGonigle 30,345,041 1,715,756 41,705 1,891,939 F. Philip Snow 31,738,191 323,904 40,407 1,891,939 Maria Teresa Tejada 31,999,948 62,997 39,557 1,891,939
The three nominees were elected to FactSet's Board of Directors and will serve
as directors until the Company's 2025 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
Proposal 2: To ratify the appointment of the accounting firm of
For 33,831,678 Against 140,155 Abstain 22,608
The appointment of
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Proposal 3: To approve, on a non-binding advisory basis, the fiscal 2022 compensation of the Company's named executive officers.
For 30,722,625 Against 1,251,144 Abstain 128,733 Broker Non-Votes 1,891,939
The fiscal 2022 compensation of FactSet's named executive officers was approved by a non-binding advisory vote.
Proposal 4: To approve an amendment to the Certificate of Incorporation to declassify the Board of Directors, including procedures relating to Board composition.
For 31,696,142 Against 378,946 Abstain 27,414 Broker Non-Votes 1,891,939
The proposal was approved.
Proposal 5: To approve an amendment to the Certificate of Incorporation to remove certain business combination restrictions.
For 32,031,848 Against 22,180 Abstain 48,474 Broker Non-Votes 1,891,939
The proposal was approved.
Proposal 6: To approve an amendment to the Certificate of Incorporation to add a
For 28,796,432 Against 3,257,389 Abstain 48,681 Broker Non-Votes 1,891,939
The proposal was approved.
Proposal 7: To approve an amendment to the Certificate of Incorporation to add a federal forum selection provision.
For 28,785,228 Against 3,268,774 Abstain 48,500 Broker Non-Votes 1,891,939
The proposal was approved.
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Proposal 8: To approve an amendment to the Certificate of Incorporation to remove a creditor compromise provision.
For 32,034,697 Against 15,132 Abstain 52,673 Broker Non-Votes 1,891,939
The proposal was approved.
Proposal 9: To approve an amendment and restatement of the Certificate of Incorporation to clarify, streamline and modernize the Certificate of Incorporation.
For 32,037,566 Against 16,579 Abstain 48,357 Broker Non-Votes 1,891,939
The proposal was approved.
Item 7.01 Regulation FD Disclosure
FactSet hereby furnishes the presentation (the "Investor Presentation") that the
Company intends to use from time to time on or after
The information contained in the Investor Presentation is summary information that should be considered in the context of the Company's filings with the Commission and other public announcements that the Company may make, by press release or otherwise, from time to time. The Investor Presentation is current as of the date of this Current Report on Form 8-K. To the extent that estimates, targets or other forward-looking statements are included in the Investor Presentation, the Company specifically disclaims any duty or obligation to publicly update or revise such information, although it may do so from time to time.
The information in this Current Report on Form 8-K, including Exhibit 99.2, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality of any such information.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 99.1 Press Release ofFactSet Research Systems Inc. , datedDecember 20, 2022 , announcing its results for the three months endedNovember 30, 2022 99.2 Investor Presentation ofFactSet Research Systems Inc. datedDecember 20, 2022 104 Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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