Morningstar, Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: MORN · Form: DEF 14A · Filed: Mar 28, 2024 · CIK: 1289419

Morningstar, Inc. DEF 14A Filing Summary
FieldDetail
CompanyMorningstar, Inc. (MORN)
Form TypeDEF 14A
Filed DateMar 28, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$286 billion
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Morningstar, Executive Compensation, Stock Awards

TL;DR

<b>Morningstar, Inc. has filed its Definitive Proxy Statement (DEF 14A) detailing executive compensation and stock award information for recent fiscal years.</b>

AI Summary

Morningstar, Inc. (MORN) filed a Proxy Statement (DEF 14A) with the SEC on March 28, 2024. Morningstar, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 28, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal executive offices are located at 22 West Washington Street, Chicago, IL 60602. The filing includes detailed information regarding stock awards granted in fiscal years 2020, 2021, and 2022. Specific data points relate to the fair value of stock awards at grant date, vesting date, and fiscal year-end for both PEO and Non-PEO/Neo members.

Why It Matters

For investors and stakeholders tracking Morningstar, Inc., this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation, including stock awards, which can influence investment decisions and proxy voting. The detailed breakdown of stock award valuations across different PEO and Non-PEO/Neo categories offers insight into the company's incentive structures and potential dilution.

Risk Assessment

Risk Level: low — Morningstar, Inc. shows low risk based on this filing. The filing is a standard DEF 14A, which is routine for public companies and does not contain unexpected financial or operational news.

Analyst Insight

Review the executive compensation details and stock award valuations to understand potential impacts on shareholder value and dilution.

Key Numbers

  • 2024-03-28 — Filing Date (Date the DEF 14A was filed)
  • 2023-12-31 — Fiscal Year End (The period covered by the financial information)
  • 2020-01-01 to 2022-12-31 — Stock Award Reporting Period (Years for which stock award data is detailed)

Key Players & Entities

  • Morningstar, Inc. (company) — Filer of the DEF 14A
  • 22 West Washington Street, Chicago, IL 60602 (company) — Business and Mail Address

FAQ

When did Morningstar, Inc. file this DEF 14A?

Morningstar, Inc. filed this Proxy Statement (DEF 14A) with the SEC on March 28, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Morningstar, Inc. (MORN).

Where can I read the original DEF 14A filing from Morningstar, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Morningstar, Inc..

What are the key takeaways from Morningstar, Inc.'s DEF 14A?

Morningstar, Inc. filed this DEF 14A on March 28, 2024. Key takeaways: Morningstar, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 28, 2024.. The filing covers the fiscal year ending December 31, 2023.. The company's principal executive offices are located at 22 West Washington Street, Chicago, IL 60602..

Is Morningstar, Inc. a risky investment based on this filing?

Based on this DEF 14A, Morningstar, Inc. presents a relatively low-risk profile. The filing is a standard DEF 14A, which is routine for public companies and does not contain unexpected financial or operational news.

What should investors do after reading Morningstar, Inc.'s DEF 14A?

Review the executive compensation details and stock award valuations to understand potential impacts on shareholder value and dilution. The overall sentiment from this filing is neutral.

How does Morningstar, Inc. compare to its industry peers?

Morningstar operates in the investment advice industry, providing data, research, and technology solutions for investors and financial professionals.

Are there regulatory concerns for Morningstar, Inc.?

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934, mandating public disclosure of information relevant to shareholder voting.

Industry Context

Morningstar operates in the investment advice industry, providing data, research, and technology solutions for investors and financial professionals.

Regulatory Implications

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934, mandating public disclosure of information relevant to shareholder voting.

What Investors Should Do

  1. Analyze the detailed stock award grants and valuations for PEO and Non-PEO/Neo members.
  2. Review any proposals presented to shareholders for voting.
  3. Assess the company's executive compensation structure in light of performance metrics.

Key Dates

  • 2024-03-28: Filing of DEF 14A — Provides detailed information on executive compensation and shareholder matters.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure. Specific financial performance data compared to the previous filing is not directly available in this document.

Filing Stats: 4,282 words · 17 min read · ~14 pages · Grade level 16.1 · Accepted 2024-03-28 16:16:28

Key Financial Figures

  • $286 billion — visory subsidiaries, with approximately $286 billion in assets under advisement and manageme

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 7 Corporate Sustainability Highlights 9 Human Capital Management Highlights 11 Proposal 1: Election of Directors 14 Board Composition and Governance Overview 17 Board Nominees 23 Board of Directors and Corporate Governance 23 Corporate Governance Guidelines 25 Director Independence 26 Board Responsibilities and Structure 28 Board Committees and Charters 35 Director Compensation 36

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 37 Delinquent Section 16(a) Reports 39 Compensation Discussion and Analysis 52 Compensation Committee Report 53

Executive Compensation Tables

Executive Compensation Tables 63 Equity Compensation Plan Information 64 Proposal 2: Advisory Vote to Approve Executive Compensation 65 Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm 66 Audit Committee Report 68 Principal Accounting Firm Fees 69 Certain Relationships and Related Party Transactions 70 Shareholder Proposals or Nominations 71 Communicating With Us and Obtaining Additional Information and Materials 72 Questions and Answers About the Annual Meeting and the Proxy Materials Table of Contents 2024 Proxy Statement 1 Proxy Statement Summary This summary highlights key elements of our proxy statement. For more complete information, you should review the entire proxy statement along with our 2023 Annual Report. Annual Meeting Information Date: May 10, 2024 Time: 9 a.m. Central time Record Date: March 11, 2024 Where: There are three ways to participate in the annual meeting: } Shareholders may attend in person to vote their shares at the meeting and ask live questions during the question and answer session at Morningstar's corporate headquarters: 22 W. Washington St. Chicago, Illinois 60602 } Shareholders may view and listen to a live webcast of the meeting, vote their shares electronically during the meeting, and submit written questions during the meeting by visiting www.virtualshareholdermeeting.com/MORN2024 . } Other participants may view and listen to a live webcast of the meeting and submit written questions or ask them live via webcam during the question and answer session by registering in advance at shareholders.morningstar.com/investor-relations in the Events & Presentations section of the Investor Relations area of our corporate website. Participants electing this option will not be able to vote during the meeting. Even if you plan on attending our meeting on May 10, 2024, please vote as soon as possible before the meeting by:

Executive Compensation Highlights

Executive Compensation Highlights 6

Executive Compensation Highlights

Executive Compensation Highlights Our executive compensation program is designed to attract and retain talented executives and align compensation with long-term value creation. Morningstar has a strong pay for performance philosophy. Our target pay mix for named executive officers (NEOs) has a significant portion of total compensation which is performance-based and variable — 93% for the CEO and 81% on average for our other participating NEOs in 2023. As described in more detail in this proxy statement, below-target financial performance in 2023 drove a 91.7% company-level payout under our 2023 annual cash bonus plan (Corporate Incentive Plan), while strong 3-year stock performance led to above-target market stock unit (MSU) payouts for awards granted in 2020 under our equity incentive plan. Table of Contents 2024 Proxy Statement 7 Corporate Sustainability Highlights Corporate sustainability and the integration of ESG data, research, tools, and services across Morningstar remains a priority for the Company and for our Board. Board Oversight While serving on the Board, our directors have become familiar with the sustainable investing and corporate sustainability landscapes, including best practices related to product and strategy development. Given its importance to the Company's product areas and business strategy, oversight of ESG and corporate sustainability-related matters at the Board level has not been assigned to a specific committee. Instead, ESG initiatives and company sustainability efforts are discussed at committee and Board meetings. The Board provides oversight and guidance on each of the topics outlined below. Additional information regarding ESG at Morningstar can be found in our Corporate Sustainability Report (2023 Corporate Sustainability Report) available at morningstar.com/company/corporate-sustainability. Board Contribution to Corporate Sustainability Business Ethics Morningstar's Board has oversight of our Code of Ethics

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