FACTSET RESEARCH SYSTEMS INC
For the period ended Dec 18, 2025. Filed Oct 27, 2025.
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 18, 2025 · Filed Oct 27, 2025
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 ten nominees: for a one-year term expiring at the 2026 Annual Meeting of Stockholders | FOR each nominee | Page 22 |
| Proposal 2 | Ratify appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2026 | FOR the proposal | Page 24 |
| Proposal 3 | Approve, in an advisory vote, the compensation of our named executive officers as disclosed in this Proxy Statement | FOR the proposal | Page 61 |
| Proposal 4 | Approve the FactSet Research Systems Inc. 2025 Employee Stock Purchase Plan | FOR the proposal | Page 63 |
| Proposal 5 | Approve the FactSet Research Systems Inc. 2025 Omnibus Incentive Plan | FOR the proposal | Page 67 |
| 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 | Page 76 |
Proposal 1 — Election of Directors
The Board of Directors (the "Board") of FactSet Research Systems Inc. ("FactSet," the "Company," "we," "our," or "us") has nominated each of the ten individuals indicated below to serve a term as a director. All are independent other than Mr. Viswanathan, our Chief Executive Officer ("CEO"). If elected at the Meeting, each director is expected to serve until the 2026 Annual Meeting of Stockholders. Below is a summary of our Board, including the ten nominees.
| Name | Position | Independent | Age | Director Since | AC | CTC | NCGC |
|---|---|---|---|---|---|---|---|
| Robin A. Abrams | Director | Yes | 74 | 2011 | ♦ | C | |
| Siew Kai Choy | Director | Yes | 60 | 2020 | ♦ | ||
| Barak Eilam | Director | Yes | 50 | 2024 | ♦ | ||
| Malcolm Frank | Chair | Yes | 59 | 2016 | ♦ | ♦ | |
| Laurie G. Hylton | Director | Yes | 59 | 2024 | C | ||
| James J. McGonigle* | Lead Independent Director | Yes | 62 | 2002 | ♦ | ||
| Lee Shavel | Director | Yes | 58 | 2020 | ♦ | ||
| Laurie Siegel | Director | Yes | 69 | 2015 | C | ||
| Maria Teresa Tejada | Director | Yes | 58 | 2022 | ♦ | ||
| Sanoke Viswanathan | CEO | No | 50 | 2025 | |||
| Elisha Wiesel | Director | Yes | 53 | 2023 | |||
AC Audit Committee CTC Compensation & Talent Committee NCGC Nominating & Corporate Governance Committee
♦ Member C Committee Chair
*Mr. McGonigle is not standing for re-election and will retire from our Board on December 1, 2025.
2025 Proxy Statement 1
Corporate Governance
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 Board Chair •All directors are independent, other than our CEO•Independent Committee Chairs•Fully independent Audit Committee, Compensation & Talent Committee, and Nominating & Corporate Governance Committee •Regularly held executive sessions | •Annual election of directors beginning in 2025•Proxy access rights•Stockholder director nominee recommendations•Majority voting for directors in uncontested elections•25% of stockholders have right to call a special meeting |
| Board Composition & Refreshment | Other Governance Practices |
| •Highly skilled Board with balanced mix of expertise and qualifications•Annual Board and Committee evaluations •Strategic and proactive executive succession planning, culminating in appointment of new CEO•Strong track record of Board refreshment•Four new independent directors appointed since 2021 | •Anti-hedging and pledging policy•Policy on public company board service•Annual risk assessment of executive compensation programs, policies and practices•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 4 and "Proposal 1: Election of Directors" on page 22.
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, 2026. 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 24.
Proposal 3 — Advisory Vote on Executive Compensation
We are submitting an advisory resolution to approve the compensation of our Named Executive Officers ("NEOs").
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.
Use a blend of qualitative factors and quantitative financial performance as key considerations in determining 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.
For a detailed discussion of our compensation practices, see "Compensation Discussion & Analysis" beginning on page 26, "Executive Compensation" beginningon page 49, and "Proposal 3: Advisory Vote on Executive Compensation" beginning on page 61.
2025 Proxy Statement 2
Proposal 4 — FactSet Research Systems Inc. 2025 Employee Stock Purchase Plan
The Board believes that an employee stock purchase plan is a valued benefit for FactSet’s employee base, and that the 2025 Employee Stock Purchase Plan ("2025 ESPP") is an important part of our compensation practices, motivating high levels of performance, aligning employee interests with stockholder interests and aiding in the recruitment and retention of key talent. Therefore, the Board is requesting stockholder approval of the 2025 ESPP so that FactSet may continue to provide this benefit.
For a detailed discussion of the FactSet Research Systems Inc. 2025 Employee Stock Purchase Plan, see "Proposal 4: Approval of FactSet Research Systems Inc. 2025 Employee Stock Purchase Plan" beginning on page 63.
Proposal 5 — FactSet Research Systems Inc. 2025 Omnibus Incentive Plan
Upon the recommendation of the Compensation and Talent Committee, the Board has adopted the FactSet Research Systems Inc. 2025 Omnibus Incentive Plan (the “2025 Plan”), subject to approval by the Company’s stockholders at the 2025 Annual Meeting. The 2025 Plan is intended to replace the Company’s existing equity compensation plans — the FactSet Research Systems Inc. Stock Option and Award Plan, as amended andrestated as of December 19, 2017, and the FactSet Research Systems Inc. Non-Employee Directors’ Stock Option and Award Plan, as amended and restated as of December 19, 2017.
For a detailed discussion of the FactSet Research Systems Inc. 2025 Omnibus Incentive Plan, see "Proposal 5: Approval of FactSet Research Systems Inc. 2025 Omnibus Incentive Plan" beginning on page 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
The Board voted to approve, and to recommend to our stockholders that they approve, an amendment and restatement of the Certificate of Incorporation to change the provision of the Certificate of Incorporation covering stockholder action by written consent so that the voting standard for amendment of that provision is a simple majority of outstanding voting stock rather than a supermajority, and to remove non-operative language relating to the Board’s declassification process.
For a detailed discussion of the proposed amendment and restatement of the Certificate of Incorporation, see "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" beginning on page 76.
2025 Proxy Statement 3
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.