[8-K] FACTSET RESEARCH SYSTEMS INC Reports Material Event

Rhea-AI Filing Summary

FactSet Research Systems Inc. reported results from its 2025 Annual Meeting of Stockholders held on December 18, 2025. Stockholders approved the 2025 Omnibus Incentive Plan and a new 2025 Employee Stock Purchase Plan, updating the company’s equity and employee ownership programs.

They also approved a Third Amended and Restated Certificate of Incorporation, changing the stockholder vote required to amend the provision for stockholder action by written consent from a supermajority to a simple majority and removing obsolete declassification language. All ten director nominees were elected to one-year terms, Ernst & Young LLP was ratified as independent auditor for the fiscal year ending August 31, 2026, and executive compensation for fiscal 2025 received majority support on an advisory basis.

8-K Event Classification

4 items: 5.02, 5.03, 5.07, 9.01

4 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 12/22/2025 - 05:09 PM Learn about SEC filing dates

FAQ

What did FactSet (FDS) stockholders approve at the 2025 annual meeting?

Stockholders approved the 2025 Omnibus Incentive Plan, the 2025 Employee Stock Purchase Plan, and amendments to the company’s certificate of incorporation, along with all other management proposals described.

What change did FactSet (FDS) make to stockholder written consent voting requirements?

The Third Amended and Restated Certificate of Incorporation changes the vote needed to amend the provision for stockholder action by written consent from a supermajority to a majority, and removes non-operative declassification language.

Were all FactSet (FDS) director nominees elected at the 2025 annual meeting?

Yes. Stockholders elected ten directors, including Robin A. Abrams, Siew Kai Choy, Barak Eilam, Malcolm Frank, Laurie G. Hylton, Lee Shavel, Laurie Siegel, Maria Teresa Tejada, Sanoke Viswanathan, and Elisha Wiesel, each to a one-year term.

Which auditor did FactSet (FDS) stockholders ratify for fiscal 2026?

Stockholders ratified Ernst & Young LLP as FactSet’s independent registered public accounting firm for the fiscal year ending August 31, 2026, with 33,534,347 votes for and 458,631 against.

How did FactSet (FDS) stockholders vote on executive compensation for fiscal 2025?

On a non-binding advisory basis, stockholders approved the fiscal 2025 compensation of the company’s named executive officers, with 30,209,781 votes for, 1,396,936 against, and 39,263 abstentions, plus 2,363,425 broker non-votes.

Did FactSet (FDS) stockholders approve the 2025 Employee Stock Purchase Plan?

Yes. The 2025 Employee Stock Purchase Plan was approved with 31,543,813 votes for, 76,126 against, and 26,041 abstentions, along with 2,363,425 broker non-votes.

When did the amended FactSet (FDS) certificate of incorporation become effective?

The Third Amended and Restated Certificate of Incorporation was filed with the Delaware Secretary of State and became effective on December 22, 2025.

0001013237FALSE8/3100010132372025-12-182025-12-180001013237fds:CommonStock2Member2025-12-182025-12-180001013237fds:CommonStock1Member2025-12-182025-12-18

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

FactSet Research Systems Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-11869

13-3362547

(State or other jurisdiction of

(Commission

(I.R.S. Employer

incorporation)

File Number)

Identification No.)

45 Glover Avenue

Norwalk, Connecticut 06850

(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
Common Stock, $0.01 Par Value			FDS			New York Stock Exchange LLC
						The Nasdaq Stock Market

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
3.1						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)