Item 2.02 Results of Operations and Financial Condition
On
Exhibit 99.1 to this Report contains certain financial measures that are
considered non-GAAP financial measures as defined in the rules issued by the
Item 5.07 Submission of Matters to a Vote of Security Holders (a) OnDecember 16, 2021 , FactSet held its 2021 Annual Meeting of Stockholders (the "Meeting"). (b) The four proposals described below were submitted to the Company's stockholders at the Meeting. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are also set forth below. Proposal 1: To elect three members to FactSet's Board of Directors. Broker Nominee For Against Abstain Non-Votes Siew Kai Choy 31,067,522 151,856 23,502 2,371,955 Lee Shavel 31,064,510 153,006 25,364 2,371,955 Joseph R. Zimmel 30,376,438 842,538 23,904 2,371,955 The three nominees were elected to FactSet's Board of Directors.Siew Kai Choy ,Lee Shavel andJoseph R. Zimmel will serve as directors until the Company's 2024 Annual Meeting of Stockholders or until their respective successors are elected and qualified. The other directors of the Company whose terms of office continued after the Meeting areRobin A. Abrams ,Malcolm Frank ,Sheila B. Jordan ,James J. McGonigle ,Laurie Siegel andF. Philip Snow . Proposal 2: To ratify the appointment of the accounting firm ofErnst & Young LLP as FactSet's independent registered public accounting firm for the fiscal year endingAugust 31, 2022 . For 33,489,387 Against 107,466 Abstain 17,982
The appointment of
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Proposal 3: To approve, on a non-binding advisory basis, the fiscal 2021 compensation of the Company's named executive officers. For
29,739,624 Against 1,467,552 Abstain 35,704 Broker Non-Votes 2,371,955
The fiscal 2021 compensation of FactSet's named executive officers was approved by a non-binding advisory vote.
Proposal 4: To consider a stockholder proposal on stockholder proxy access. For 10,316,606 Against 20,817,292 Abstain 108,982 Broker Non-Votes 2,371,955
The stockholder proposal was not approved.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 99.1 Press Release ofFactSet Research Systems Inc. , datedDecember 21, 2021 , announcing its results for the three months endedNovember 30, 2021 104 Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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