FACTSET RESEARCH SYSTEMS INC
For the period ended Dec 19, 2024. Filed Oct 30, 2024.
View on SEC.govAbout this filing
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
Contents
Proxy Statement Summary
This summary does not contain all information stockholders should consider, and we encourage stockholders to read the entire proxy statement carefully.
| VOTING MATTERS | Board's Recommendation | For more information | |
|---|---|---|---|
| Proposal 1 | Elect each of our Board's four nominees: Siew Kai Choy, Laurie G. Hylton, Lee Shavel, and Elisha Wiesel, for a one-year term expiring at the 2025 Annual Meeting of Stockholders | FOR each nominee | Page 30 |
| Proposal 2 | Ratify appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2025 | FOR the proposal | Page 32 |
| Proposal 3 | Approve, in an advisory vote, the compensation of our named executive officers as disclosed in this Proxy Statement | FOR the proposal | Page 79 |
| Proposal 4 | A stockholder proposal, if properly presented at the meeting | AGAINST the proposal | Page 80 |
Proposal 1 — Election of Directors
The Board of Directors has nominated each of the four individuals indicated below to serve a term as a director. All are independent. If elected at the Meeting, Siew Kai Choy, Laurie G. Hylton, Lee Shavel, and Elisha Wiesel are expected to serve until the 2025 Annual Meeting of Stockholders. Below is a summary of our Board of Directors, including the four nominees.
| Name | Position | Independent | Age | Director Since | AC | CTC | NCGC | GI | DB |
|---|---|---|---|---|---|---|---|---|---|
| Robin A. Abrams | Chair | Yes | 73 | 2011 | ♦ | ♦ | F | W | |
| Siew Kai Choy* | Director | Yes | 59 | 2020 | ♦ | M | A | ||
| Malcolm Frank | Director | Yes | 58 | 2016 | ♦ | ♦ | M | W | |
| Laurie G. Hylton* | Director | Yes | 58 | 2024 | C | F | W | ||
| James J. McGonigle | Lead Independent Director | Yes | 61 | 2002 | C | M | W | ||
| Lee Shavel* | Director | Yes | 57 | 2020 | ♦ | M | W | ||
| Laurie Siegel | Director | Yes | 68 | 2015 | C | F | W | ||
| F. Philip Snow | CEO | No | 60 | 2015 | M | W | |||
| Maria Teresa Tejada | Director | Yes | 57 | 2022 | ♦ | F | W, H/L | ||
| Elisha Wiesel* | Director | Yes | 52 | 2023 | M | — | |||
AC Audit Committee CTC Compensation & Talent Committee NCGC Nominating & Corporate Governance Committee
♦ Member C Chair
GI Gender Identity M Male F Female
DB Demographic Background W White H/L Hispanic/Latinx A Asian
*Nominated for election at this Meeting
2024 Proxy Statement 7
FactSet is committed to responsible and effective corporate governance practices in order to enhance sustainable, long-term stockholder value and to be accountable and responsive to our stakeholders. The following are some highlights of our governance framework and the composition of our Board.
| Board Structure and Independence | Stockholder Rights |
|---|---|
| •Independent Chair separate from CEO•Nine of ten directors independent•Fully independent Audit Committee, Compensation & Talent Committee, and Nominating & Corporate Governance Committee | •Phase-out of classified board, to be fully declassified at 2025 Annual Meeting•Proxy access rights•Stockholder director nominee recommendations•Majority voting for directors•25% of stockholders have right to call a special meeting |
| Board Diversity | Other Governance Practices |
| •Diverse and highly skilled Board that provides a range of viewpoints•Four of ten directors are women•Two of ten directors are of diverse demographic background•Five directors have served for less than 5 years, three have served for 5-10 years, two have served for more than 10 years | •Annual Board and Committee performance evaluations•Anti-hedging and pledging policy•Policy on public company board service•Robust Code of Business Conduct and Ethics•Clawback policy•Stock ownership requirements for directors and executive officers |
For a detailed discussion of our Board of Directors, our corporate governance practices and our director nominees, please see "Corporate Governance" beginning on page 10 and "Proposal 1: Election of Directors" on page 30.
Proposal 2 — Ratification of Independent Registered Public Accounting Firm
The Audit Committee has appointed Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending August 31, 2025. A resolution is being presented to our stockholders requesting ratification of Ernst & Young LLP's appointment. See "Proposal 2: Ratification of Independent Registered Public Accounting Firm" beginning on page 32.
Proposal 3 — Advisory Vote on Executive Compensation
We are submitting an advisory resolution to approve the compensation of our Named Executive Officers ("NEOs").
We design our compensation programs to maintain a performance and achievement-oriented environment. Our executive compensation program is overseen by our Compensation and Talent Committee to encourage decisions and behaviors that align with the long-term interests of our stockholders. The Compensation and Talent Committee has designed the executive compensation policies for our NEOs to meet the following goals and principles:
Ensure executive compensation is aligned with our corporate strategies and business objectives.
Balance an executive officer’s compensation between short-term and long-term performance objectives that enhance stockholder value by linking rewards to measurable corporate and individual performance.
Maintain executive compensation at levels commensurate with relative contributions of other members of senior management.
Reflect qualitative factors beyond the quantitative financial guidelines as key considerations in the determination of individual executive compensation payments.
Attract and retain talented personnel by considering compensation offered for similar positions by other companies in the technology and financial information industries.
8 2024 Proxy Statement
Our fiscal 2024 results and NEO compensation decisions continue to illustrate the application of our pay-for-performance philosophy, with NEO pay being driven by another year of solid financial performance, as well as continued positive developments in other significant areas of our operation. For a detailed discussion of our compensation practices, see "Compensation Discussion & Analysis" beginning on page 34, "Executive Compensation" beginning on page 65, and "Proposal 3: Advisory Vote on Executive Compensation" beginning on page 79.
Proposal 4 — Stockholder Proposal
A stockholder has submitted a stockholder proposal for consideration at the Meeting. The proposal requests that stockholders vote to recommend that the Board lower the Company's existing ownership threshold for calling a stockholder special meeting from 25% to 15%.
The Board has carefully considered this proposal and recommends that stockholders vote AGAINST the proposal because FactSet's stockholders already have a meaningful and balanced right to call special meetings in line with best practices among FactSet's peers and S&P 500 companies as well as having numerous strong corporate governance practices in place to ensure Board accountability to stockholders. The Board believes that the requested change is unnecessary and is not in the best interests of the Company's stockholders.
For the text of the stockholder proposal and FactSet's statement in opposition to this proposal, see "Proposal 4: Stockholder Proposal" beginning on page 80.
2024 Proxy Statement 9
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.