FactSet 8-K: Officer Changes, Bylaw Amendments, and Financials

TL;DR

FactSet 8-K dropped: exec changes, bylaw updates, and financials filed. Watch for governance shifts.

AI Summary

On December 18, 2025, FactSet Research Systems Inc. filed an 8-K report indicating several key events. These include the departure of directors or certain officers, the election of new directors, the appointment of certain officers, and updates to compensatory arrangements for officers. The filing also covers amendments to the company's articles of incorporation or bylaws, changes in the fiscal year, and the submission of matters to a vote of security holders. Additionally, it includes financial statements and exhibits.

Why It Matters

This filing signals potential shifts in corporate governance and executive leadership at FactSet, which could impact strategic direction and operational oversight.

Risk Assessment

Risk Level: medium — Changes in directors, officers, and bylaws can indicate internal shifts or strategic realignments that may affect the company's future performance.

Key Players & Entities

• FactSet Research Systems Inc. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• 1-11869 (company) — SEC File Number
• 13-3362547 (company) — I.R.S. Employer Identification No.
• 45 Glover Avenue Norwalk, Connecticut 06850 (location) — Principal executive offices address
• December 18, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 Par Value FDS New York Stock Exchange L

Filing Documents

• fds-20251218.htm (8-K) — 64KB
• factsetresearchsystemsinct.htm (EX-3.1) — 50KB
• 0001628280-25-058577.txt ( ) — 281KB
• fds-20251218.xsd (EX-101.SCH) — 3KB
• fds-20251218_def.xml (EX-101.DEF) — 15KB
• fds-20251218_lab.xml (EX-101.LAB) — 28KB
• fds-20251218_pre.xml (EX-101.PRE) — 16KB
• fds-20251218_htm.xml (XML) — 4KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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.

07 Submission of Matters to a Vote of Security Holders

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 min

01 Financial Statements and Exhibits

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

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)

View Full Filing

View this 8-K filing on SEC EDGAR