FACTSET RESEARCH SYSTEMS INC
For the period ended Dec 16, 2026. Filed Oct 26, 2026.
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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 16, 2026 · Filed Oct 26, 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)) |
| ý | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
FACTSET RESEARCH SYSTEMS INC.
(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. |
|---|---|
| ¨ | 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. |
FACTSET RESEARCH SYSTEMS INC.
45 Glover Avenue, Norwalk, CT 06850
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held December 16, 2026
10:00 AM Eastern Time
Dear Stockholder:
The 2026 Annual Meeting of Stockholders of FactSet Research Systems Inc., a Delaware corporation, will be held virtually via live webcast atwww.virtualshareholdermeeting.com/FDS2026 on Wednesday, December 16, 2026, at 10:00 AM (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 2027 Annual Meeting of Stockholders | FOR each nominee |
| 2 | Ratify appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2027 | 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 | 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 19, 2026 are entitled to 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/FDS2026 and entering your 16-digit control number. Additional information regarding our 2026 Annual Meeting, including how to cast your vote before and during the meeting, can be found in "2026 Annual Meeting Information" on page 65 of this Proxy Statement.
Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on December 16, 2026: This notice and proxy statement and our Annual Report on Form 10-K for the year ended August 31, 2026 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 26, 2026.
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 26, 2026
TABLE OF CONTENTS
| Page | |
|---|---|
| Proxy Statement Summary | 2 |
| Board of Directors and Corporate Governance | 4 |
| Corporate Governance Strengths | 4 |
| Stockholder Engagement | 4 |
| Board Leadership Structure | 4 |
| Director Independence | 5 |
| Board Meetings | 5 |
| Board Committees | 6 |
| Board Oversight of Risk | 7 |
| Board Skills Matrix | 9 |
| Director Business Experience and Qualifications | 10 |
| Board Qualifications and Nomination Process | 14 |
| Director Compensation Program | 15 |
| Contacting the Board | 18 |
| Corporate Governance Documents | 18 |
| Proposal 1: Election of Directors | 18 |
| Audit Committee Report | 19 |
| Proposal 2: Ratification of Independent Registered Public Accounting Firm | 20 |
| Compensation Discussion and Analysis | 22 |
| Compensation and Talent Committee Report | 47 |
| Executive Compensation | 48 |
| Summary Compensation Table | 48 |
| Grants of Plan-Based Awards | 49 |
| Outstanding Equity Awards at Fiscal Year-End | 51 |
| Option Exercises and Stock Vested | 53 |
| Potential Payments upon Termination or Change in Control | 53 |
| CEO Pay Ratio | 55 |
| Pay Versus Performance | 56 |
| Equity Compensation Plan Information | 60 |
| Proposal 3: Advisory Vote on Executive Compensation | 60 |
| Security Ownership of Certain Beneficial Owners and Management | 62 |
| Beneficial Owners | 62 |
| Directors and NEOs | 63 |
| Delinquent Section 16(a) Reports | 64 |
| Certain Relationships and Related Transactions | 64 |
| Other Matters | 64 |
| 2027 Stockholder Proposals and Stockholder Nomination of Directors | 65 |
| Delivery of Documents to Stockholders Sharing an Address | 65 |
| Other Business | 65 |
| 2026 Annual Meeting Information | 65 |
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