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 23, 2019
MORNINGSTAR, INC.
(Exact name of registrant as specified in its charter)
| Illinois | | 000-51280 | | 36-3297908 |
| (State or other jurisdiction | | (Commission | | (I.R.S. Employer |
| 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)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which
Registered |
| Common stock, no par value | MORN | The Nasdaq Stock Market LLC |
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. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 25, 2019, Tricia Rothschild, Morningstar’s chief product officer, announced that she is resigning from her position effective December 31, 2019 to pursue other opportunities. Morningstar and Ms. Rothschild have entered into a separation agreement pursuant to which she will be entitled to receive a 2019 annual incentive bonus and, subject to approval by the compensation committee of Morningstar’s board, continued vesting of her unvested restricted stock units and market stock units that were granted prior to December 31, 2018. Ms. Rothschild also agreed to be bound by certain non-compete, non-solicitation, non-disparagement and other restrictive covenants.
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: October 30, 2019 | By: | /s/ Jason Dubinsky |
| | Name: | Jason Dubinsky |
| | Title: | Chief Financial Officer |
