FDS 8-K — Smart Summary
90% reductionAt FactSet Research Systems Inc.'s 2025 Annual Meeting held on December 18, 2025, stockholders approved the 2025 Omnibus Incentive Plan, which had previously been approved by the Board of Directors subject to stockholder approval.
Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Amendments
- Article VII, Section 7.01 — Stockholder Action by Written Consent — Changed the stockholder vote required to amend the written consent provision from supermajority to majority; the new provision explicitly states that Article VII may be amended 'pursuant to Article XI if such amendment is adopted by the affirmative vote of the holders of a majority of the voting power of the Voting Stock,' replacing a prior supermajority requirement for such an amendment. The 80% threshold for stockholder action by written consent itself remains unchanged.
- Board Declassification Language (non-operative provisions) — Removed non-operative language relating to the prior declassification of the Board of Directors; no substantive governance change resulted as the language was already without operative effect.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Executive Compensation
- 2025 Omnibus Incentive Plan — Stockholder-approved equity incentive plan adopted at the 2025 Annual Meeting on December 18, 2025; previously approved by the Board of Directors subject to stockholder approval; principal features described in Proposal 5 of the Company's 2025 Proxy Statement filed October 27, 2025; full plan text included as Appendix B to the 2025 Proxy Statement; approved by stockholders with 28,798,109 votes for, 2,818,974 against, and 28,897 abstentions
Item 5.07 — Submission of Matters to a Vote of Security Holders
Director Elections
- Robin A. Abrams — 29,756,450 for / 1,867,379 against (94.1%)
- Siew Kai Choy — 31,054,650 for / 568,727 against (98.2%)
- Barak Eilam — 30,987,606 for / 634,389 against (98.0%)
- Malcolm Frank — 30,926,965 for / 696,043 against (97.8%)
- Laurie G. Hylton — 31,039,525 for / 581,270 against (98.2%)
- Lee Shavel — 31,057,874 for / 564,582 against (98.2%)
- Laurie Siegel — 30,836,913 for / 786,093 against (97.5%)
- Maria Teresa Tejada — 31,022,330 for / 600,797 against (98.1%)
- Sanoke Viswanathan — 31,525,160 for / 94,629 against (99.7%)
- Elisha Wiesel — 31,053,239 for / 570,176 against (98.2%)
Management Proposals
- Ratification of Ernst & Young LLP as Independent Auditor — 33,534,347 for / 458,631 against / 16,427 abstain (98.6%) — passed
- Advisory Vote on Named Executive Officer Compensation (Say-on-Pay) — 30,209,781 for / 1,396,936 against / 39,263 abstain (95.6%) — passed
- Approval of 2025 Employee Stock Purchase Plan — 31,543,813 for / 76,126 against / 26,041 abstain (99.7%) — passed
- Approval of 2025 Omnibus Incentive Plan — 28,798,109 for / 2,818,974 against / 28,897 abstain (91.1%) — passed
- Approval of Third Amended and Restated Certificate of Incorporation (Charter Amendment) — 31,540,124 for / 85,170 against / 20,686 abstain (99.7%) — passed
§ MORE SUMMARIES
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