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): February 27, 2018
MORNINGSTAR, INC.
(Exact name of registrant as specified in its charter)
Illinois | | 000-51280 | | 36-3297908 |
(State or other | | (Commission | | (I.R.S. Employer |
jurisdiction of incorporation) | | File Number) | | Identification No.) |
22 West Washington Street | | |
Chicago, Illinois | | 60602 |
(Address of principal executive offices) | | (Zip Code) |
(312) 696-6000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 o
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. o
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 27, 2018, the Board of Directors (the “Board”) of Morningstar, Inc. (“Morningstar”) adopted amendments to Morningstar’s by-laws (the “By-Laws”) to implement proxy access. Article III, Section 3.4 has been added to the By-Laws to permit a stockholder, or a group of no more than 20 stockholders, owning at least three percent of Morningstar’s outstanding common stock continuously for at least three years to nominate and include in Morningstar’s proxy materials director nominees constituting up to two individuals or 20 percent of the Board, whichever is greater, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the By-Laws.
The foregoing description of the amendments to the By-Laws is qualified in its entirety by the text of the By-Laws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 8.01. Other Events.
On February 27, 2018, Morningstar issued a press release announcing that its Board has approved a quarterly cash dividend of 25 cents per share payable April 27, 2018 to shareholders of record as of April 6, 2018. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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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.
| MORNINGSTAR, INC. |
| | |
| | |
Date: February 28, 2018 | By: | /s/ Jason Dubinsky |
| | Jason Dubinsky |
| | Chief Financial Officer |
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