FACTSET RESEARCH SYSTEMS INC 8-K

What Happened

• FactSet Research Systems Inc. filed an 8‑K reporting results of its December 18, 2025 Annual Meeting of Stockholders and related filings. Stockholders approved the FactSet Research Systems Inc. 2025 Omnibus Incentive Plan (previously approved by the Board) and ratified several other proposals. The Board’s Third Amended and Restated Certificate of Incorporation — which changes the vote required to amend the written-consent provision from a supermajority to a simple majority and removes non‑operative declassification language — was filed with the Delaware Secretary of State and became effective on December 22, 2025.

Key Details

• 2025 Omnibus Incentive Plan (Proposal 5): Approved — For 28,798,109; Against 2,818,974; Abstain 28,897; Broker Non‑Votes 2,363,425. The plan text is included in the Proxy (Appendix B).
• Certificate amendment (Proposal 6): Approved — For 31,540,124; Against 85,170; Abstain 20,686; Broker Non‑Votes 2,363,425. The Third Amended and Restated Certificate of Incorporation became effective Dec 22, 2025 (filed as Exhibit 3.1).
• Director elections (Proposal 1): All ten nominees were elected to one‑year terms. Vote totals are reported in the filing (examples: Sanoke Viswanathan — For 31,525,160; Robin A. Abrams — For 29,756,450, Against 1,867,379).
• Other votes: Ernst & Young LLP ratified as auditor (For 33,534,347; Against 458,631; Abstain 16,427); non‑binding say‑on‑pay approved (For 30,209,781; Against 1,396,936; Abstain 39,263); FactSet 2025 Employee Stock Purchase Plan approved (For 31,543,813; Against 76,126; Abstain 26,041).

Why It Matters

• Compensation and equity: Approval of the 2025 Omnibus Incentive Plan and the ESPP authorizes the company to grant equity and other incentive awards under the terms described in the Proxy, which is relevant for executive and employee pay practices and could lead to future equity awards (and possible dilution if issued).
• Corporate governance: The charter amendment lowering the vote threshold for the written‑consent provision from a supermajority to a majority is a governance change that affects how readily stockholders can act by written consent. This change is now effective as of Dec 22, 2025.
• Routine corporate actions: Re‑election of the Board and ratification of the auditor confirm continuity in leadership and external audit arrangements for the fiscal year ending Aug 31, 2026.

For full vote tallies and the complete text of the 2025 Omnibus Incentive Plan and the amended certificate, see the exhibits and Proposal 5 description in FactSet’s 2025 Proxy Statement (filed Oct 27, 2025) and Exhibit 3.1 to the 8‑K.