fds20131218_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 17, 2013

 

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)

 

(203) 810-1000

(Registrant’s telephone number, including area code)

 

 

 

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))

 

 
 
 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Prior to the 2013 Annual Meeting of Stockholders, the Board of Directors of FactSet Research Systems Inc. (“FactSet” or the “Company”) accepted the resignation of Charles J. Snyder, Vice Chairman of the Board of Directors and Director, and related responsibilities as a member of the Nominating and Corporate Governance Committee. Mr. Snyder’s resignation was effective December 17, 2013, concurrent with the expiration of his current term and the date of FactSet’s 2013 Annual Meeting of Stockholders.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

The following four proposals were submitted to FactSet’s stockholders at the 2013 Annual Meeting of Stockholders held on December 17, 2013:

 

 

1.

To elect two directors to FactSet’s Board of Directors, each for a three-year term.

 

 

2.

To ratify the appointment of the accounting firm of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2014.

 

 

3.

To approve, by a non-binding vote, the compensation of FactSet’s named executive officers.

 

 

4.

To approve an amendment to the Company’s By-laws to require majority voting for the election of directors in uncontested elections.

 

For more information about the foregoing proposals, refer to FactSet’s Proxy Statement dated October 30, 2013. Holders of FactSet common stock were entitled to one vote per share and vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders. The ratification of the Company’s independent registered public accounting firm (Proposal 2) is a discretionary item as defined by the New York Stock Exchange; however proposal 1 (election of directors), proposal 3 (approval of compensation) and proposal 4 (amendment to the Company’s By-laws) are considered non-discretionary items and thus brokers were not permitted to vote shares in these matters unless instructions on how to vote these shares were provided to the broker.

 

 

Since a quorum was present at the 2013 Annual Meeting of Stockholders, the approval of each proposal required the number of votes described below:

 

●

The two nominees for election as directors of the Company who receive the highest number of “FOR” votes cast at the meeting (either in person or by proxy) will be elected as directors. This is referred to as “plurality” approval.

 

●

The ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ended August 31, 2014 requires that a majority of the votes cast at the meeting (either in person or by proxy) be voted “FOR” this proposal.

 

●

The approval of a resolution approving the compensation of FactSet’s named executive officers as disclosed in the proxy statement is an advisory vote; however, the Company values the opinions of its stockholders and will take into account the outcome of this vote in considering future compensation arrangements.

 

●

The affirmative vote of a majority of the shares of FactSet common stock present or represented by proxy and voting at the 2013 Annual Meeting, together with the affirmative vote of a majority of the required quorum, is required for approval of proposal 4.

 

The number of votes cast for and against and the number of abstentions and non-votes with respect to each matter voted upon are set forth below:

 

Proposal 1: To elect two members to FactSet’s Board of Directors, each for a three-year term. 

Nominee

  

For

    

Withheld

    

Broker

Non-Votes

  
Joseph E. Laird, Jr.      35,137,589       1,143,771       3,525,800  
James J. McGonigle      35,889,581       391,779       3,525,800  

 

The two nominees were elected to FactSet’s Board of Directors and will serve as directors until the Company’s 2016 Annual Meeting or until their respective successors are elected and qualified. Majority voting for the election of directors in uncontested elections will be followed beginning with the 2014 Annual Meeting. The other directors whose terms of office continued after the Meeting are: Robin A. Abrams, Scott A. Billeadeau, Michael F. DiChristina, Philip A. Hadley, Walter F. Siebecker 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, 2014.

 

For

     39,219,917  

Against

     582,871  

Abstained

     4,372  

 

The appointment of Ernst & Young LLP was ratified.

 

Proposal 3: To approve, by a non-binding vote, the fiscal 2013 compensation awarded to the Company’s named executive officers.

 

For

    

33,335,751

  

Against

    

2,920,805

  

Abstained

    

24,804

  
Broker Non-Votes    

3,525,800

  

  

The fiscal 2013 compensation awarded to FactSet’s named executive officers was approved by a non-binding vote.

 

Proposal 4: To amend FactSet’s By-laws to require majority voting for the election of directors in uncontested elections.

 

For

    

36,253,113

  

Against

    

15,875

  

Abstained

    

12,372

  
Broker Non-Votes    

3,525,800

  

   

The amendment to FactSet’s By-laws was approved. Beginning with the 2014 Annual Meeting, majority voting for the election of directors in uncontested elections will be followed. Refer to Exhibit 3 for the Amended and Restated By-laws of the Company.

 

Exhibits. 

 

Exhibit Number

 

Description

 

 

 

3

 

Amended and Restated By-laws of FactSet Research Systems Inc.

 

 

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 19, 2013

/s/ MAURIZIO NICOLELLI 

 

Maurizio Nicolelli

 

Senior Vice President and Chief Financial Officer (Principal Financial Officer)

 

 

/s/ MATTHEW J. MCNULTY 

 

Matthew J. McNulty

 

Vice President and Controller

 

(Principal Accounting Officer)