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
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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)) |
| ý | Definitive 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):
| ý | No fee required. |
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| ¨ | 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:
To elect four directors to the Board of Directors.
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.
To vote on a non-binding advisory resolution to approve the compensation of our named executive officers.
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 Overview | 1 |
| Voting Information | 2 |
| Proxy Statement Summary | 7 |
| Corporate Governance | 10 |
| Board Qualifications and Diversity | 10 |
| Board Leadership Structure | 11 |
| Director Independence | 12 |
| Declassification of the Board of Directors | 13 |
| Business Experience and Qualifications of Board Members | 13 |
| Board Skills Matrix | 18 |
| Legal Proceedings | 19 |
| Board Responsibilities | 19 |
| Recent Corporate Governance Developments | 20 |
| Stockholder Engagement | 20 |
| Board Oversight of Risk | 20 |
| Board Meetings | 21 |
| Board Committees | 22 |
| Corporate Sustainability | 23 |
| Additional Corporate Governance Information | 25 |
| Director Compensation Program | 26 |
| Director Nominations | 28 |
| Proposal 1: Election of Directors | 30 |
| Audit Committee Report | 31 |
| Proposal 2: Ratification of Independent Registered Public Accounting Firm | 32 |
| Compensation Discussion and Analysis | 34 |
| Executive Summary | 34 |
| Our Business and Strategic Overview | 34 |
| Compensation Philosophy | 38 |
| Compensation Governance Features | 40 |
| Fiscal 2024 Compensation Structure and Incentive Program Changes | 41 |
| Core Elements of Total Direct Compensation | 42 |
| Significant Percentage of Executive Pay Is at Risk | 44 |
| Fiscal 2024 Policies and Practices | 45 |
| Decision-Making Process | 46 |
| Peer Group Review | 47 |
| Elements of Compensation and Fiscal 2024 Performance | 48 |
| Stock Ownership and Holding Guidelines | 59 |
| Executive Severance Plan and Equity Award Agreements | 60 |
| Anti-Hedging and Anti-Pledging Policy | 62 |
| Stock Option Grant Policy | 62 |
| Forfeiture of Prior Compensation - Clawback Policy | 62 |
| Tax Considerations | 63 |
| Compensation Risk Assessment | 63 |
| Compensation and Talent Committee Report | 64 |
| Executive Compensation | 65 |
| Summary Compensation Table | 65 |
| Grants of Plan-Based Awards | 67 |
| Outstanding Equity Awards at Fiscal Year-End | 68 |
| Option Exercises and Stock Vested | 70 |
| Nonqualified Deferred Compensation | 71 |
| Employee Benefit Plans | 71 |
| Potential Payments upon Termination or Change of Control | 71 |
| CEO Pay Ratio | 74 |
| Pay Versus Performance | 74 |
| Proposal 3: Advisory Vote on Executive Compensation | 79 |
| Proposal 4: Stockholder Proposal | 80 |
| Security Ownership of Certain Beneficial Owners and Management | 83 |
| Beneficial Owners | 83 |
| Directors and NEOs | 84 |
| Delinquent Section 16(a) Reports | 85 |
| Equity Compensation Plan Information | 85 |
| Certain Relationships and Related Transactions | 86 |
| Other Matters | 86 |
| Stockholder Proposals and Stockholder Nomination of Directors | 86 |
| Delivery of Documents to Stockholders Sharing an Address | 87 |
| Other Business | 87 |
45 Glover Avenue, Norwalk, CT 06850
PROXY STATEMENT FOR THE 2024 ANNUAL MEETING
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