FactSet Research Systems Inc. (NASDAQ:FDS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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FactSet Research Systems Inc. (NASDAQ:FDS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02 Departure of Directors or Certain
Officers;
Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
.

Prior to the 2016 Annual Meeting of Stockholders of FactSet
Research Systems Inc. (FactSet or the Company) held on December
20, 2016, the Board of Directors of FactSet accepted the
resignation of Joseph E. Laird, Jr., director, and his related
responsibilities as a member of the Compensation Committee. Mr.
Lairds resignation was effective December 20, 2016, the date of
the Companys 2016 Annual Meeting of Stockholders. Mr. Laird had
served on the board since 1993 and had no disagreement with
FactSets Board of Directors or management at the time of his
resignation.

Item 5.07 Submission of
Matters to a Vote of Security Holders
.

The following three proposals were submitted to stockholders of
FactSet at the 2016 Annual Meeting of Stockholders (the Meeting)
held on December 20, 2016:

1.

To elect four directors to the Board of Directors.

2.

To ratify the appointment of the accounting firm of Ernst
Young LLP as FactSets independent registered public
accounting firm for the fiscal year ending August 31, 2017.

3.

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

For more information about the foregoing proposals, refer to the
Companys 2016 Proxy Statement filed with the Securities and
Exchange Commission on October 31, 2016. Holders of FactSet
common stock were entitled to one vote per share and vote
together as a single class on all matters submitted to a vote of
stockholders. The ratification of the Companys independent
registered public accounting firm (Proposal2) is a discretionary
item as defined by the New York Stock Exchange; however, Proposal
1 (election of directors) and Proposal 3 (approval of
compensation) 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 Meeting, the approval of each
proposal required the number of votes described below:

Under the Companys amended by-laws, the nominees for
election as directors of the Company are elected by
majority vote, meaning that in an uncontested director
election when the number of votes cast FORa director
exceeds the number of votes cast AGAINST that director, the
nominee will be elected as a director.

The ratification of Ernst Young LLP as the Companys
independent registered public accounting firm for the year
ended August 31, 2017 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
FactSets 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 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 four members to FactSets
Board of Directors.

Broker

Nominee

For

Against

Abstained

Non-Votes

Malcolm Frank

33,833,487

115,610

12,312

3,263,229

Sheila B. Jordan

33,837,072

112,241

12,096

3,263,229

James J. McGonigle

33,570,478

378,249

12,682

3,263,229

F. Philip Snow

33,640,177

307,963

13,269

3,263,229

The four nominees were elected to FactSets Board of
Direc
tors. Sheila B. Jordan,
James J. McGonigle and F. Philip Snow will serve as
directors until the Companys 2
9 Annual Meeting of
Stockholders or until their respective successors are elected and
qualified. Malcolm Frank will serve as a director until the
Companys 27 Annual Meeting of Stockholdersor until a successor is
elected and qualified. The other directors whose terms of office
continued after the Meeting are: Robin A. Abrams, Scott A.
Billeadeau, Philip A. Hadley, Laurie Siegel and Joseph R.
Zimmel.

Proposal 2: To ratify the appointment of the
accounting firm of Ernst Young LLP as FactSets independent
registered public accounting firm for the fiscal year ending
August 31, 2017.

For

37,181,390

Against

33,883

Abstained

9,365

The appointment of Ernst Young LLP was
ratified.

Proposal 3: To approve, by a non-binding vote,
the fiscal 2016 compensation awarded to the Companys named
executive officers.

For

32,644,212

Against

1,210,920

Abstained

106,277

Broker Non-Votes

3,263,229

The fiscal 6 compensation awarded to
FactSets named executive officers was approved by a non-binding
vote.


About FactSet Research Systems Inc. (NASDAQ:FDS)