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FACTSET RESEARCH SYSTEMS INC

For the period ended Dec 19, 2024. Filed Oct 30, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 19, 2024 · Filed Oct 30, 2024

FDS$327.89-3.7%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrantý

Filed by a Party other than the Registrant¨

Check the appropriate box:

¨Preliminary Proxy Statement
¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ýDefinitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

ýNo fee required.
¨Fee paid previously with preliminary materials.
¨Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

October 29, 2024

Dear FactSet Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of FactSet Research Systems Inc., which will be held on Thursday, December 19, 2024, at 3:00 PM (Eastern Time). Our Annual Meeting will be a virtual meeting of stockholders, which will be conducted exclusively online via live webcast.

Details of the business to be conducted at the Annual Meeting are given in the attached Notice of Annual Meeting and Proxy Statement. Your vote is important. Whether or not you plan to attend the meeting, you are requested to complete, sign, date and promptly return the enclosed proxy card in the envelope provided or through Internet or telephone voting. Your proxy will be voted at the Annual Meeting in accordance with your instructions. If you do not specify a choice on one of the proposals described in this Proxy Statement, your proxy will be voted as recommended by the Board of Directors. If you hold your shares through an account with a brokerage firm or other nominee or fiduciary such as a bank, please follow the instructions you receive from such brokerage firm or other nominee or fiduciary to vote your shares.

On behalf of the Board of Directors, I would like to express our appreciation for your continued support and loyalty.

Sincerely,

F. Philip Snow

Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

December 19, 2024

3:00 PM Eastern Time

Dear Stockholder:

The 2024 Annual Meeting of Stockholders of FactSet Research Systems Inc., a Delaware corporation, will be held virtually via live webcast on Thursday, December 19, 2024, at 3:00 PM (Eastern Time) for the following purposes:

  1. To elect four directors to the Board of Directors.

  2. To ratify the appointment of the accounting firm of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending August 31, 2025.

  3. To vote on a non-binding advisory resolution to approve the compensation of our named executive officers.

  4. To vote on a stockholder proposal, if properly presented at the meeting.

To act upon such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

These items are more fully described in the following pages, which are made part of this notice. Only stockholders of record at the close of business on October 21, 2024 are entitled notice of, and to vote at, this Annual Meeting.

Based on the success of our virtual annual meetings the past several years, this year’s Annual Meeting again will be a virtual meeting to be held via live webcast over the Internet. We believe the use of the Internet to host the Annual Meeting enables expanded stockholder participation. You will be able to attend the Annual Meeting, submit your questions and, if you are a record holder of our common stock or proxy for a record holder, vote your shares during the live webcast of the Annual Meeting by visitingwww.virtualshareholdermeeting.com/FDS2024 and entering your 16-digit control number.

We are pleased to take advantage of the Securities and Exchange Commission rules again this year that allow us to furnish these proxy materials, including our Annual Report on Form 10-K, to stockholders on the Internet. We believe that posting these materials on the Internet expedites stockholders’ receipt of the information that they need, while lowering the costs of printing and delivery and reducing the environmental impact of the Annual Meeting. We mailed to stockholders of record and beneficial owners the Notice of Internet Availability of Proxy Materials containing instructions on how to access these proxy materials, including our Annual Report on Form 10-K, on the Internet, as well as how to vote by Internet, telephone and mail.

To request and receive a free paper or email copy of the proxy materials, you may (1) visitwww.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number in the subject line. Unless requested, you will not otherwise receive a paper or email copy. We encourage you to record your vote via the Internet as it is convenient and saves on printing costs.

As a stockholder of FactSet, your vote is important. Whether or not you plan to attend the virtual Annual Meeting, it is important that you vote as soon as possible to ensure that your shares are represented.

BY ORDER OF THE BOARD OF DIRECTORS

Megan Jones

Corporate Secretary

Norwalk, Connecticut

October 29, 2024

TABLE OF CONTENTS

Page
Annual Meeting Overview1
Voting Information2
Proxy Statement Summary7
Corporate Governance10
Board Qualifications and Diversity10
Board Leadership Structure11
Director Independence12
Declassification of the Board of Directors13
Business Experience and Qualifications of Board Members13
Board Skills Matrix18
Legal Proceedings19
Board Responsibilities19
Recent Corporate Governance Developments20
Stockholder Engagement20
Board Oversight of Risk20
Board Meetings21
Board Committees22
Corporate Sustainability23
Additional Corporate Governance Information25
Director Compensation Program26
Director Nominations28
Proposal 1: Election of Directors30
Audit Committee Report31
Proposal 2: Ratification of Independent Registered Public Accounting Firm32
Compensation Discussion and Analysis34
Executive Summary34
Our Business and Strategic Overview34
Compensation Philosophy38
Compensation Governance Features40
Fiscal 2024 Compensation Structure and Incentive Program Changes41
Core Elements of Total Direct Compensation42
Significant Percentage of Executive Pay Is at Risk44
Fiscal 2024 Policies and Practices45
Decision-Making Process46
Peer Group Review47
Elements of Compensation and Fiscal 2024 Performance48
Stock Ownership and Holding Guidelines59
Executive Severance Plan and Equity Award Agreements60
Anti-Hedging and Anti-Pledging Policy62
Stock Option Grant Policy62
Forfeiture of Prior Compensation - Clawback Policy62
Tax Considerations63
Compensation Risk Assessment63
Compensation and Talent Committee Report64
Executive Compensation65
Summary Compensation Table65
Grants of Plan-Based Awards67
Outstanding Equity Awards at Fiscal Year-End68
Option Exercises and Stock Vested70
Nonqualified Deferred Compensation71
Employee Benefit Plans71
Potential Payments upon Termination or Change of Control71
CEO Pay Ratio74
Pay Versus Performance74
Proposal 3: Advisory Vote on Executive Compensation79
Proposal 4: Stockholder Proposal80
Security Ownership of Certain Beneficial Owners and Management83
Beneficial Owners83
Directors and NEOs84
Delinquent Section 16(a) Reports85
Equity Compensation Plan Information85
Certain Relationships and Related Transactions86
Other Matters86
Stockholder Proposals and Stockholder Nomination of Directors86
Delivery of Documents to Stockholders Sharing an Address87
Other Business87

45 Glover Avenue, Norwalk, CT 06850

PROXY STATEMENT FOR THE 2024 ANNUAL MEETING

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.