UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 1, 2021
FactSet Research Systems Inc.
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | |
| Delaware |
| 1-11869 |
| 13-3362547 |
| (State or other jurisdiction of |
| (Commission |
| (I.R.S. Employer |
| incorporation or organization) |
| File Number) |
| Identification No.) |
| | | | |
45 Glover Avenue
Norwalk, Connecticut 06850
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (203) 810-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbols(s) | Name of each exchange on which registered |
| Common Stock, $0.01 Par Value | FDS | New York Stock Exchange LLC |
| The Nasdaq Stock Market |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On September 27, 2021, the Board of Directors (the "Board") of FactSet Research Systems Inc. (the “Company” or “FactSet”) amended the Company's Amended and Restated By-Laws (the "Bylaws") by adopting a new Article II, Section 11, Proxy Access (the "Proxy Access Provision"), to implement proxy access, effective immediately.
The Proxy Access Provision permits a stockholder, or a group of up to 20 stockholders, owning at least three percent of the Company’s outstanding stock continuously for at least three years, to nominate and include in the Company’s annual meeting proxy materials director nominees constituting up to the greater of two directors or twenty percent of the Board, provided that the stockholder(s) and nominee(s) satisfy all eligibility, procedural and disclosure requirements specified in the Bylaws. All director nominees submitted through the Proxy Access Provision must be independent and meet specified additional criteria.
The foregoing description is qualified in its entirety by reference to the full text of the Proxy Access Provision, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| | | | | | | | |
| Exhibit No. |
| Description |
| | FactSet Research Systems Inc. Amended and Restated By-Laws, Article II, Section 11, Proxy Access |
| | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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| FACTSET RESEARCH SYSTEMS INC. (Registrant)
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| October 1, 2021 |
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| By: |
| /s/ RACHEL R. STERN |
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| Rachel R. Stern
Executive Vice President, Chief Legal Officer, Global Head of Strategic Resources and Secretary |
