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FDS > SEC Filings for FDS > Form 8-K on 19-Dec-2013All Recent SEC Filings

Show all filings for FACTSET RESEARCH SYSTEMS INC

Form 8-K for FACTSET RESEARCH SYSTEMS INC


19-Dec-2013

Change in Directors or Principal Officers, Submission of Matters to


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Prior to the 2013 Annual Meeting of Stockholders, the Board of Directors of FactSet Research Systems Inc. ("FactSet" or the "Company") accepted the resignation of Charles J. Snyder, Vice Chairman of the Board of Directors and Director, and related responsibilities as a member of the Nominating and Corporate Governance Committee. Mr. Snyder's resignation was effective December 17, 2013, concurrent with the expiration of his current term and the date of FactSet's 2013 Annual Meeting of Stockholders.



Item 5.07 Submission of Matters to a Vote of Security Holders.

The following four proposals were submitted to FactSet's stockholders at the 2013 Annual Meeting of Stockholders held on December 17, 2013:

1. To elect two directors to FactSet's Board of Directors, each for a three-year term.

2. To ratify the appointment of the accounting firm of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending August 31, 2014.

3. To approve, by a non-binding vote, the compensation of FactSet's named executive officers.

4. To approve an amendment to the Company's By-laws to require majority voting for the election of directors in uncontested elections.

For more information about the foregoing proposals, refer to FactSet's Proxy Statement dated October 30, 2013. Holders of FactSet common stock were entitled to one vote per share and vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders. The ratification of the Company's independent registered public accounting firm (Proposal 2) is a discretionary item as defined by the New York Stock Exchange; however proposal 1 (election of directors), proposal 3 (approval of compensation) and proposal 4 (amendment to the Company's By-laws) are considered non-discretionary items and thus brokers were not permitted to vote shares in these matters unless instructions on how to vote these shares were provided to the broker.

Since a quorum was present at the 2013 Annual Meeting of Stockholders, the approval of each proposal required the number of votes described below:

? The two nominees for election as directors of the Company who receive the highest number of "FOR" votes cast at the meeting (either in person or by proxy) will be elected as directors. This is referred to as "plurality" approval.

? The ratification of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ended August 31, 2014 requires that a majority of the votes cast at the meeting (either in person or by proxy) be voted "FOR" this proposal.

? The approval of a resolution approving the compensation of FactSet's named executive officers as disclosed in the proxy statement is an advisory vote; however, the Company values the opinions of its stockholders and will take into account the outcome of this vote in considering future compensation arrangements.

? The affirmative vote of a majority of the shares of FactSet common stock present or represented by proxy and voting at the 2013 Annual Meeting, together with the affirmative vote of a majority of the required quorum, is required for approval of proposal 4.

The number of votes cast for and against and the number of abstentions and non-votes with respect to each matter voted upon are set forth below:

Proposal 1: To elect two members to FactSet's Board of Directors, each for a three-year term.

                                                              Broker
Nominee                     For           Withheld         Non-Votes
Joseph E. Laird, Jr.      35,137,589       1,143,771       3,525,800
James J. McGonigle        35,889,581         391,779       3,525,800

The two nominees were elected to FactSet's Board of Directors and will serve as directors until the Company's 2016 Annual Meeting or until their respective successors are elected and qualified. Majority voting for the election of directors in uncontested elections will be followed beginning with the 2014 Annual Meeting. The other directors whose terms of office continued after the Meeting are: Robin A. Abrams, Scott A. Billeadeau, Michael F. DiChristina, Philip A. Hadley, Walter F. Siebecker and Joseph R. Zimmel.


Proposal 2: To ratify 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, 2014.

For           39,219,917
Against          582,871
Abstained          4,372

The appointment of Ernst & Young LLP was ratified.

Proposal 3: To approve, by a non-binding vote, the fiscal 2013 compensation awarded to the Company's named executive officers.

For                  33,335,751
Against               2,920,805
Abstained                24,804
Broker Non-Votes      3,525,800

The fiscal 2013 compensation awarded to FactSet's named executive officers was approved by a non-binding vote.

Proposal 4: To amend FactSet's By-laws to require majority voting for the election of directors in uncontested elections.

For                  36,253,113
Against                  15,875
Abstained                12,372
Broker Non-Votes      3,525,800

The amendment to FactSet's By-laws was approved. Beginning with the 2014 Annual Meeting, majority voting for the election of directors in uncontested elections will be followed. Refer to Exhibit 3 for the Amended and Restated By-laws of the Company.

Exhibits.

Exhibit Number Description

3 Amended and Restated By-laws of FactSet Research Systems Inc.

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