Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Rule or Standard; Transfer of Listing

(b) In an email message dated October 13, 2009, Morningstar, Inc. ("Morningstar") notified the Nasdaq Stock Market Listing Qualifications Department that Cheryl Francis, Chair of Morningstar's Audit Committee, may have failed to meet the requirements of Marketplace Rule 5605(c)(2)(A) because her two sons shared a residence with her while they were previously employed by Morningstar as summer interns. The internships have been completed. Morningstar also informed Nasdaq that it intends to review its procedures relating to its director and executive officer questionnaires and its policies and procedures regarding employment of relatives of board members.

(c) On October 14, 2009, Morningstar received a Staff Deficiency Letter from the Nasdaq Stock Market Listing Qualifications Department indicating that Morningstar did not comply with Marketplace Rule 5605(c)(2)(A) as the result of Morningstar's employment of Ms. Francis' sons. The letter from Nasdaq also indicated that Morningstar has regained compliance with Marketplace Rule 5605(b)(2), and that, subject to the public disclosure requirements of Marketplace Rule 5810(a), this matter is now closed.

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