FACTSET RESEARCH SYSTEMS INC
For the period ended Dec 18, 2025. Filed Oct 27, 2025.
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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 18, 2025 · Filed Oct 27, 2025
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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
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| ý | Definitive Proxy Statement |
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| ¨ | Soliciting Material Pursuant to §240.14a-12 |
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45 Glover Avenue, Norwalk, CT 06850
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held December 18, 2025
2:00 PM Eastern Time
Dear Stockholder:
The 2025 Annual Meeting of Stockholders of FactSet Research Systems Inc., a Delaware corporation, will be held virtually via live webcast atwww.virtualshareholdermeeting.com/FDS2025 on Thursday, December 18, 2025, at 2:00 PM (Eastern Time) for the following purposes:
| VOTING MATTERS | Board's Recommendation | |
| 1 | Elect each of our Board's ten nominees: for a one-year term expiring at the 2026 Annual Meeting of Stockholders | FOR each nominee |
| 2 | Ratify appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2026 | FOR the proposal |
| 3 | Approve, in an advisory vote, the compensation of our named executive officers as disclosed in this Proxy Statement | FOR the proposal |
| 4 | Approve the FactSet Research Systems Inc. 2025 Employee Stock Purchase Plan | FOR the proposal |
| 5 | Approve the FactSet Research Systems Inc. 2025 Omnibus Incentive Plan | FOR the proposal |
| 6 | Approve an amendment and restatement of the Certificate of Incorporation to change the stockholder vote required for amendment of the provision for stockholder action by written consent from supermajority to majority, and implement other ministerial changes | FOR the proposal |
| 7 | Consider any other business, if properly raised. |
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, 2025 are entitled notice of, and to vote at, this Annual Meeting. 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/FDS2025 and entering your 16-digit control number. Additional information regarding our 2025 Annual Meeting, including how to cast your vote before and during the meeting, can be found in "2025 Annual Meeting Information" on page 81 of this Proxy Statement.
Important notice regarding the availability of proxy materials: This notice and proxy statement and our Annual Report on Form 10-K for the year ended August 31, 2025 are available on the Internet at www.proxyvote.com.
This notice and proxy statement is being mailed or made available on the Internet to stockholders on or about October 27, 2025.
Please cast your votes by Internet, by signing and mailing a proxy card, or by telephone. As a stockholder of FactSet, your vote is important. We encourage you to vote by proxy even if you plan to attend the virtual Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Christopher McLoughlin
Executive Vice President, Chief Legal Officer and Corporate Secretary
Norwalk, Connecticut
October 27, 2025
TABLE OF CONTENTS
| Page | |
|---|---|
| Proxy Statement Summary | 1 |
| Corporate Governance | 4 |
| Board Qualifications | 4 |
| Board Leadership Structure | 4 |
| Director Independence | 5 |
| Business Experience and Qualifications of Board Members | 5 |
| Board Skills Matrix | 10 |
| Legal Proceedings | 11 |
| Board Responsibilities | 11 |
| Recent Corporate Governance Developments | 12 |
| Stockholder Engagement | 12 |
| Board Oversight of Risk | 12 |
| Board Meetings | 14 |
| Board Committees | 15 |
| Corporate Sustainability | 16 |
| Additional Corporate Governance Information | 17 |
| Director Compensation Program | 17 |
| Director Nominations | 20 |
| Proposal 1: Election of Directors | 22 |
| Audit Committee Report | 23 |
| Proposal 2: Ratification of Independent Registered Public Accounting Firm | 24 |
| Compensation Discussion and Analysis | 26 |
| Compensation and Talent Committee Report | 48 |
| Executive Compensation | 49 |
| Summary Compensation Table | 49 |
| Grants of Plan-Based Awards | 50 |
| Outstanding Equity Awards at Fiscal Year-End | 52 |
| Option Exercises and Stock Vested | 53 |
| Potential Payments upon Termination or Change of Control | 53 |
| CEO Pay Ratio | 56 |
| Pay Versus Performance | 57 |
| Equity Compensation Plan Information | 61 |
| Proposal 3: Advisory Vote on Executive Compensation | 61 |
| Proposal 4: Approval of FactSet Research Systems Inc. 2025 Employee Stock Purchase Plan | 63 |
| Proposal 5: Approval of FactSet Research Systems Inc. 2025 Omnibus Incentive Plan | 67 |
| Proposal 6: Approval of Amendment and Restatement of the Certificate of Incorporation to Change the Stockholder Vote Required for Amendment of the Provision for Stockholder Action by Written Consent from Supermajority to Majority, and Implement Other Ministerial Changes | 76 |
| Security Ownership of Certain Beneficial Owners and Management | 77 |
| Beneficial Owners | 77 |
| Directors and NEOs | 78 |
| Delinquent Section 16(a) Reports | 79 |
| Certain Relationships and Related Transactions | 79 |
| Other Matters | 80 |
| Stockholder Proposals and Stockholder Nominations of Directors | 80 |
| Delivery of Documents to Stockholders Sharing an Address | 80 |
| Other Business | 80 |
| 2025 Annual Meeting Information | 81 |
| Appendix A - FactSet Research Systems Inc. 2025 Employee Stock Purchase Plan | 86 |
| Appendix B - FactSet Research Systems Inc. 2025 Omnibus Incentive Plan | 98 |
| Appendix C - FactSet Research Systems Inc. Proposed Amended and Restated Certificate of Incorporation | 113 |
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