FactSet Research Systems Inc. (NYSE: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 |
|
3. |
To approve, by a non-binding vote, the compensation of the |
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 |
|
|
The ratification of Ernst Young LLP as the Companys |
|
|
The approval of a resolution approving the compensation of |
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
Directors. Sheila B. Jordan,
James J. McGonigle and F. Philip Snow will serve as
directors until the Companys 29 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. (NYSE:FDS)
Factset Research Systems Inc. is engaged in providing integrated financial information and big data analytical applications for the global investment community. The Company’s segments include the U.S., Europe and Asia Pacific. The U.S. segment services finance professionals, including financial institutions throughout the Americas. The European segment maintains offices in France, Germany, Italy, Ireland, Latvia, Luxembourg, the Netherlands, Spain, South Africa, Sweden and Dubai. The Asia Pacific segment maintains office locations in Australia, Hong Kong, Singapore and Mumbai, India. The Company delivers insight and information to investment professionals through its analytics, service, content, and technology. Its offerings include a complete services solution focused on verifying, cleaning and loading portfolio data across asset classes, and an execution management system. The Company offers third-party content through desktop, wireless and off-platform solutions. FactSet Research Systems Inc. (NYSE:FDS) Recent Trading Information
FactSet Research Systems Inc. (NYSE:FDS) closed its last trading session up +0.33 at 163.21 with 210,645 shares trading hands.
