FactSet Research Systems Inc. filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$FDS
Computer Software: Programming Data Processing
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 18, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (Commission | (I.R.S. Employer | ||||||||||||
| incorporation) | File Number) | Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (203 ) 810-1000
Former name or former address, if changed since last report: None
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
At the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of FactSet Research Systems Inc. (the "Company" or "FactSet") held on December 18, 2025, the stockholders of the Company approved the FactSet Research Systems Inc. 2025 Omnibus Incentive Plan (the "2025 Omnibus Incentive Plan"). The Board of Directors of the Company (the "Board") previously approved the adoption of the 2025 Omnibus Incentive Plan subject to approval by the Company's stockholders at the Annual Meeting.
The principal features of the 2025 Omnibus Incentive Plan are described in detail under "Proposal 5: Approval of FactSet Research Systems Inc. 2025 Omnibus Incentive Plan" of the Company's 2025 Proxy Statement filed with the Securities and Exchange Commission on October 27, 2025, which descriptions are incorporated herein by reference.
The foregoing summary of the 2025 Omnibus Incentive Plan does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the 2025 Omnibus Incentive Plan, a copy of which is included in the 2025 Proxy Statement as Appendix B.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
At the 2025 Annual Meeting held on December 18, 2025, FactSet stockholders approved the Third Amended and Restated Certificate of Incorporation to: (i) change the stockholder vote required for the amendment of the provision for stockholder action by written consent from supermajority to majority; and (ii) remove non-operative language relating to the declassification of the Board. The Third Amended and Restated Certificate of Incorporation was previously unanimously approved by the Board. On December 22, 2025, the Third Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware and became effective.
The foregoing description of the Third Amended and Restated Certificate of Incorporation does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Third Amended and Restated Certificate of Incorporation, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
The final voting results for the matters voted on at the Company's 2025 Annual Meeting of Stockholders held on December 18, 2025 are set forth below:
Proposal 1: Stockholders elected each of the ten directors below to serve a one-year term.
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Robin A. Abrams | 29,756,450 | 1,867,379 | 22,151 | 2,363,425 | ||||||||||
| Siew Kai Choy | 31,054,650 | 568,727 | 22,603 | 2,363,425 | ||||||||||
| Barak Eilam | 30,987,606 | 634,389 | 23,985 | 2,363,425 | ||||||||||
| Malcolm Frank | 30,926,965 | 696,043 | 22,972 | 2,363,425 | ||||||||||
| Laurie G. Hylton | 31,039,525 | 581,270 | 25,185 | 2,363,425 | ||||||||||
| Lee Shavel | 31,057,874 | 564,582 | 23,524 | 2,363,425 | ||||||||||
| Laurie Siegel | 30,836,913 | 786,093 | 22,974 | 2,363,425 | ||||||||||
| Maria Teresa Tejada | 31,022,330 | 600,797 | 22,853 | 2,363,425 | ||||||||||
| Sanoke Viswanathan | 31,525,160 | 94,629 | 26,191 | 2,363,425 | ||||||||||
| Elisha Wiesel | 31,053,239 | 570,176 | 22,565 | 2,363,425 | ||||||||||
Proposal 2: Stockholders ratified the appointment of the accounting firm of Ernst & Young LLP as FactSet's independent registered public accounting firm for the fiscal year ending August 31, 2026.
| For | 33,534,347 | ||||
| Against | 458,631 | ||||
| Abstain | 16,427 | ||||
Proposal 3: Stockholders approved, on a non-binding advisory basis, the fiscal 2025 compensation of the Company's named executive officers.
| For | 30,209,781 | ||||
| Against | 1,396,936 | ||||
| Abstain | 39,263 | ||||
| Broker Non-Votes | 2,363,425 | ||||
Proposal 4: Stockholders approved the FactSet Research Systems Inc. 2025 Employee Stock Purchase Plan.
| For | 31,543,813 | ||||
| Against | 76,126 | ||||
| Abstain | 26,041 | ||||
| Broker Non-Votes | 2,363,425 | ||||
Proposal 5: Stockholders approved the FactSet Research Systems Inc. 2025 Omnibus Incentive Plan.
| For | 28,798,109 | ||||
| Against | 2,818,974 | ||||
| Abstain | 28,897 | ||||
| Broker Non-Votes | 2,363,425 | ||||
Proposal 6: Stockholders approved the amendment and restatement of the Company's certification of incorporation to change the stockholder vote required for the amendment of the provision for stockholder action by written consent from supermajority to majority, and implement other ministerial changes.
| For | 31,540,124 | ||||
| Against | 85,170 | ||||
| Abstain | 20,686 | ||||
| Broker Non-Votes | 2,363,425 | ||||
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | |||||||
FactSet Research Systems Inc. Third Amended and Restated Certificate of Incorporation | ||||||||
| 104 | Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
FACTSET RESEARCH SYSTEMS INC. (Registrant) | |||||||||||||||||
| December 22, 2025 | By: | /s/ HELEN L. SHAN | |||||||||||||||
| Helen L. Shan Executive Vice President, Chief Financial Officer (Principal Financial Officer) | |||||||||||||||||