Morningstar (NASDAQ: MORN) investors approve directors, pay and auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Morningstar, Inc. reported the results of its Annual Shareholders’ Meeting held on May 7, 2026. Director Gail Landis, who reached the mandatory retirement age under the company’s director retirement policy, did not stand for re-election, and the Board size was set at 10 directors.

All director nominees listed in the proxy were elected, including Joe Mansueto with 33,192,034 votes for and Kunal Kapoor with 33,502,488 votes for. Shareholders approved Morningstar’s executive compensation on an advisory basis with 32,474,755 votes for and ratified KPMG LLP as independent registered public accounting firm for 2026 with 34,861,651 votes for.

8-K Event Classification

2 items: 5.02, 5.07

2 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 5.07 Submission of Matters to a Vote of Security Holders Governance

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

Key Figures

Board size: 10 directors Votes for Joe Mansueto: 33,192,034 votes for Votes for Kunal Kapoor: 33,502,488 votes for +3 more

6 metrics

Board size 10 directors Effective upon conclusion of May 7, 2026 Annual Shareholders’ Meeting

Votes for Joe Mansueto 33,192,034 votes for Director election at 2026 Annual Shareholders’ Meeting

Votes for Kunal Kapoor 33,502,488 votes for Director election at 2026 Annual Shareholders’ Meeting

Executive compensation approval 32,474,755 votes for Advisory say-on-pay vote at 2026 Annual Shareholders’ Meeting

KPMG ratification votes for 34,861,651 votes for Auditor ratification for 2026

Broker non-votes on say-on-pay 1,281,152 broker non-votes Advisory vote on executive compensation

Key Terms

mandatory retirement age, Annual Shareholders’ Meeting, advisory vote on Morningstar’s executive compensation, independent registered public accounting firm, +1 more

5 terms

mandatory retirement age financial

"Director Gail Landis, who had reached mandatory retirement age under the Company’s director retirement policy"

Annual Shareholders’ Meeting financial

"the Company’s Annual Shareholders’ Meeting held on May 7, 2026"

A company's annual shareholders’ meeting is a yearly gathering where owners of the company review performance, vote on key decisions (like electing the board or approving executive pay), and ask management questions. Investors care because it’s the main forum to influence how the company is run and to get direct updates—think of it as a town hall where owners judge leaders and set the rules that affect the value of their investment.

advisory vote on Morningstar’s executive compensation financial

"for the purpose of electing directors, providing an advisory vote on Morningstar’s executive compensation"

independent registered public accounting firm financial

"ratifying the appointment of KPMG LLP as Morningstar’s independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"Votes For 32,474,755 | Votes Against 1,206,815 | Abstentions 26,093 | Broker Non-Votes 1,281,152"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Understanding 8-K Material Events →

05/08/2026 - 04:23 PM

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): May 7, 2026

MORNINGSTAR, INC.

(Exact name of registrant as specified in its charter)

Illinois

(State or other jurisdiction

of incorporation)

000-51280

(Commission

File Number)

36-3297908

(I.R.S. Employer

Identification No.)

22 West Washington Street

Chicago, Illinois

(Address of principal executive offices)

60602

(Zip Code)

(312) 696-6000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

__________________________________

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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. ¨

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common stock, no par value	MORN	The Nasdaq Stock Market LLC

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in the definitive proxy statement on Schedule 14A filed by Morningstar, Inc. (the "Company" or "Morningstar") with the Securities and Exchange Commission on March 27, 2026, Director Gail Landis, who had reached mandatory retirement age under the Company’s director retirement policy by the Company’s Annual Shareholders’ Meeting held on May 7, 2026 (the “Annual Shareholders’ Meeting”), did not stand for re-election to the Board of Directors of the Company (the “Board”) in accordance with such policy. The size of the Board was set at 10 directors, effective upon the conclusion of the Annual Shareholders’ Meeting.

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

On May 7, 2026, the Company held its Annual Shareholders’ Meeting, for the purpose of electing directors, providing an advisory vote on Morningstar’s executive compensation, and ratifying the appointment of KPMG LLP ("KPMG") as Morningstar’s independent registered public accounting firm for 2026.

Each of the nominees for director, as listed in the proxy statement, was elected with the number of votes set forth below:


Name	Votes For	Votes Against	Abstentions	Broker Non-Votes
Joe Mansueto	33,192,034	508,755	6,874	1,281,152
Kunal Kapoor	33,502,488	198,311	6,864	1,281,152
Anne Bramman	33,646,764	46,318	14,581	1,281,152
Robin Diamonte	33,147,696	552,518	7,449	1,281,152
Cheryl Francis	32,212,413	1,462,628	32,622	1,281,152
Steve Joynt	33,420,268	279,943	7,452	1,281,152
Steve Kaplan	32,236,110	1,464,664	6,889	1,281,152
Bill Lyons	31,265,595	2,434,521	7,547	1,281,152
Doniel Sutton	33,126,385	473,192	108,086	1,281,152
Caroline Tsay	33,262,359	437,726	7,578	1,281,152

Morningstar's executive compensation was approved, on an advisory basis, with the voting as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
32,474,755	1,206,815	26,093	1,281,152

The appointment of KPMG as Morningstar's independent registered public accounting firm for 2026 was ratified with the voting as follows:


Votes For	Votes Against	Abstentions
34,861,651	89,355	37,809

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.


						MORNINGSTAR, INC.
Date: May 8, 2026						By:/s/ Robyn Koyner
						Name: Robyn Koyner
						Title: Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Morningstar (MORN) report from its May 2026 Annual Shareholders’ Meeting?

Morningstar reported voting results from its May 7, 2026 Annual Shareholders’ Meeting. Shareholders elected all director nominees, approved executive compensation on an advisory basis, and ratified KPMG LLP as the independent registered public accounting firm for 2026.

Which Morningstar (MORN) director did not stand for re-election and why?

Director Gail Landis did not stand for re-election to Morningstar’s Board. The filing explains she had reached the mandatory retirement age under the company’s director retirement policy by the May 7, 2026 Annual Shareholders’ Meeting.

How did Morningstar (MORN) shareholders vote on executive compensation in 2026?

Morningstar shareholders approved executive compensation on an advisory basis. The vote totaled 32,474,755 shares for, 1,206,815 against, 26,093 abstentions, and 1,281,152 broker non-votes, indicating overall support for the company’s pay program.

Who was ratified as Morningstar’s (MORN) independent auditor for 2026?

Shareholders ratified KPMG LLP as Morningstar’s independent registered public accounting firm for 2026. The ratification vote recorded 34,861,651 shares for, 89,355 against, and 37,809 abstentions, confirming KPMG’s role for the year.

What Board size did Morningstar (MORN) set following the 2026 Annual Shareholders’ Meeting?

Morningstar set the size of its Board of Directors at 10 members. This change became effective upon conclusion of the May 7, 2026 Annual Shareholders’ Meeting, following the retirement of Director Gail Landis under the director retirement policy.

How strong was shareholder support for key Morningstar (MORN) directors in 2026 voting?

Support was high across nominees. For example, Joe Mansueto received 33,192,034 votes for versus 508,755 against, and Kunal Kapoor received 33,502,488 votes for versus 198,311 against, along with limited abstentions and broker non-votes.

Filing Exhibits & Attachments

4 documents