FactSet DEF 14A: Executive Comp & Governance Details

Ticker: FDS · Form: DEF 14A · Filed: Oct 30, 2024 · CIK: 1013237

Factset Research Systems Inc DEF 14A Filing Summary
FieldDetail
CompanyFactset Research Systems Inc (FDS)
Form TypeDEF 14A
Filed DateOct 30, 2024
Risk Levellow
Pages16
Reading Time19 min
Key Dollar Amounts$0.01, $20,000
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, executive-compensation, corporate-governance

TL;DR

FactSet's DEF 14A is out, detailing exec pay and governance for FY24. Look for stock/option award data.

AI Summary

FactSet Research Systems Inc. filed a DEF 14A on October 30, 2024, for the fiscal year ending August 31, 2024. The filing details executive compensation and other corporate governance matters. Key financial periods reported include fiscal years 2020 through 2024, with specific data points related to stock and option awards for the PEO (Principal Executive Officer).

Why It Matters

This filing provides transparency into how FactSet compensates its top executives and outlines important corporate governance decisions, which can influence investor confidence and stock performance.

Risk Assessment

Risk Level: low — This is a routine DEF 14A filing detailing executive compensation and corporate governance, not indicating new financial distress or significant operational changes.

Key Numbers

  • 2024-08-31 — Fiscal Year End (Reporting period for the DEF 14A filing.)
  • 2023-09-01 — Fiscal Year Start (Beginning of the most recent fiscal year reported.)
  • 20241030 — Filing Date (Date the DEF 14A was submitted to the SEC.)

Key Players & Entities

  • FACTSET RESEARCH SYSTEMS INC (company) — Filer
  • 45 GLOVER AVENUE (location) — Business and Mail Address
  • NORWALK (location) — City
  • CT (location) — State
  • 06850 (location) — ZIP Code

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Definitive Proxy Statement, is used to solicit proxies from shareholders for an upcoming annual meeting or to provide information about executive compensation and other corporate governance matters.

What fiscal years are covered by the compensation data in this filing?

The filing references compensation data for fiscal years 2020-09-01 to 2021-08-31, 2021-09-01 to 2022-08-31, 2022-09-01 to 2023-08-31, and 2023-09-01 to 2024-08-31.

What specific types of compensation awards are detailed for the PEO?

The filing mentions 'AggregateGrantDateFairValueOfStockAwardAmountsReportedInSummaryCompensationTableMember' and 'AggregateGrantDateFairValueOfOptionAwardAmountsReportedInSummaryCompensationTableMember' for the PEO.

What is FactSet Research Systems Inc.'s Standard Industrial Classification (SIC) code?

FactSet Research Systems Inc.'s SIC code is 7370, which falls under SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.

When is FactSet Research Systems Inc.'s annual meeting of stockholders expected to occur?

The 'CONFORMED PERIOD OF REPORT' is listed as 20241219, indicating the period relevant to the annual meeting for which proxies are being solicited.

Filing Stats: 4,810 words · 19 min read · ~16 pages · Grade level 14 · Accepted 2024-10-29 19:16:49

Key Financial Figures

  • $0.01 — ecurity of FactSet is our common stock, $0.01 par value per share. Stockholders of re
  • $20,000 — Meeting. We will pay Innisfree a fee of $20,000 and reasonable out-of-pocket expenses f

Filing Documents

Legal Proceedings

Legal Proceedings 19 Board Responsibilities 19 Recent Corporate Governance Developments 20 Stockholder Engagement 20 Board Oversight of Risk 20 Board Meetings 21 Board Committees 22 Corporate Sustainability 23 Additional Corporate Governance Information 25 Director Compensation Program 26 Director Nominations 28 Proposal 1: Election of Directors 30 Audit Committee Report 31 Proposal 2: Ratification of Independent Registered Public Accounting Firm 32 Compensation Discussion and Analysis 34 Executive Summary 34 Our Business and Strategic Overview 34 Compensation Philosophy 38 Compensation Governance Features 40 Fiscal 202 4 Compensation Structure and Incentive Program Changes 41 Core Elements of Total Direct Compensation 42 Significant Percentage of Executive Pay Is at Risk 44 Fiscal 202 4 Policies and Practices 45 Decision-Making Process 46 Peer Group Review 47 Elements of Compensation and Fiscal 202 4 Performance 48 Stock Ownership and Holding Guidelines 59 Executive Severance Plan and Equity Award Agreements 60 Anti-Hedging and Anti-Pledging Policy 62 Stock Option Grant Policy 62 Forfeiture of Prior Compensation - Clawback Policy 62 Tax Considerations 63 Compensation Risk Assessment 63 Compensation and Talent Committee Report 64

Executive Compensation

Executive Compensation 65 Summary Compensation Table 65 Grants of Plan-Based Awards 67 Outstanding Equity Awards at Fiscal Year-End 68 Option Exercises and Stock Vested 70 Nonqualified Deferred Compensation 71 Employee Benefit Plans 71 Potential Payments upon Termination or Change of Control 71 CEO Pay Ratio 74 Pay Versus Performance 74 Proposal 3: Advisory Vote on Executive Compensation 79 Proposal 4: Stockholder Proposal 80

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 83 Beneficial Owners 83 Directors and NEOs 84 Del i n quent Section 16(a) Report s 85 Equity Compensation Plan Information 85 Certain Relationships and Related Transactions 86 Other Matters 86 Stockholder Proposals and Stockholder Nomination of Directors 86 Delivery of Documents to Stockholders Sharing an Address 87 Other Business 87 FACTSET RESEARCH SYSTEMS INC. 45 Glover Avenue, Norwalk, CT 06850 PROXY STATEMENT FOR THE 2024 ANNUAL MEETING ANNUAL MEETING OVERVIEW Purpose of Meeting The Board of Directors of FactSet Research Systems Inc. ("FactSet" or the "Company") delivers this Proxy Statement and voting instructions in connection with the solicitation of proxies, which will be voted at the Annual Meeting of Stockholders of FactSet (the "Meeting"). The Meeting will be held virtually via live webcast at 3:00 PM (Eastern Time) on Thursday, December 19, 2024, and any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders (the "Notice"). This year, based on the success of our virtual annual meetings the past several years, the Meeting again will be held as a virtual meeting of stockholders via live webcast over the Internet. This means that you will be able to attend the Meeting, submit questions and, if you are a record holder of our shares or a proxy for a record holder, vote your shares during the Meeting via a live webcast by visiting www.virtualshareholdermeeting.com/FDS2024 and entering your 16-digit control number. This Proxy Statement was made available to our stockholders on or about October 29, 2024. The specific proposals to be considered and acted upon at the Meeting are summarized in the accompanying Notice. Each proposal is described in more detail in this Proxy Statement. Record Date and Share Ownership The only outstanding voting security of FactSet is our common stock, $0.01

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