Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The Second Amended and Restated Certificate of Incorporation

At the annual meeting of stockholders of FactSet Research Systems Inc. (the "Company" or "FactSet") held on December 15, 2022, FactSet stockholders approved proposals (the "Charter Proposals") to amend, and to amend and restate, our certificate of incorporation as described below. The Charter Proposals previously had been approved unanimously by our Board of Directors (the "Board"). The changes contemplated by the Charter Proposals were incorporated into the Second Amended and Restated Certificate of Incorporation, attached hereto as Exhibit 3.1. On January 10, 2023, we filed the Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, and the Second Amended and Restated Certificate of Incorporation became effective.

The Second Amended and Restated Certificate of Incorporation:



•amends the certificate of incorporation to declassify the Board, including
procedures relating to Board composition;
•amends the certificate of incorporation to remove certain business combination
restrictions;
•amends the certificate of incorporation to add a Delaware forum selection
provision;
•amends the certificate of incorporation to add a federal forum selection
provision;
•amends the certificate of incorporation to remove a creditor compromise
provision; and
•amends and restates the certificate of incorporation to clarify, streamline and
modernize the document.

The foregoing description of the Second Amended and Restated Certificate of Incorporation is qualified in its entirety by reference to the full text of the Second Amended and Restated Certificate of Incorporation, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

The Amended and Restated Bylaws

Upon the effectiveness of the Second Amended and Restated Certificate of Incorporation, and as previously unanimously approved by the Board, the Company's Bylaws (the "Bylaws") were also amended and restated. The amendments to the Bylaws conform the Bylaws to the Second Amended and Restated Certificate of Incorporation. In addition, the amendments to the Bylaws include an amendment giving Company stockholders the ability to call a special meeting of stockholders, so long as certain requirements are satisfied. The amendments include other miscellaneous revisions to the Bylaws, including changes to accommodate newer technology, to reflect the universal proxy rules, to update the advanced notice Bylaw, to update the officers provisions, and to reflect changes in Delaware law.

The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which is attached hereto as Exhibit 3.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits



(d) Exhibits
Exhibit No.                 Description
  3.1                       FactSet Research Systems Inc. Second Amended and Restated Articles of
                            Incorporation
  3.2                       FactSet Research Systems Inc. Amended and Restated By-Laws

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