FactSet (FDS) Proxy Filing summary

Executive summary

• Annual meeting scheduled for December 18, 2025, with voting on six key proposals, including board elections, auditor ratification, executive compensation, new employee stock purchase and omnibus incentive plans, and a charter amendment to lower the threshold for certain shareholder actions.

• Board recommends approval of all proposals, emphasizing alignment with shareholder interests and best governance practices.

• Notable governance enhancements include board declassification, removal of supermajority voting, and increased shareholder rights.

Voting matters and shareholder proposals

• Election of ten directors for one-year terms, all but the CEO are independent.

• Ratification of Ernst & Young LLP as independent auditor for FY2026.

• Advisory vote on executive compensation (say-on-pay).

• Approval sought for new 2025 Employee Stock Purchase Plan and 2025 Omnibus Incentive Plan.

• Proposal to amend the Certificate of Incorporation to reduce the vote required for certain amendments from supermajority to majority.

Board of directors and corporate governance

• Board comprises ten independent directors and the CEO; recent refreshment with six new independent directors since 2020.

• Chair and CEO roles are separated; Malcolm Frank appointed as new Board Chair in September 2025.

• Lead Independent Director role to be vacated in December 2025, with no immediate replacement.

• Board committees (Audit, Compensation & Talent, Nominating & Corporate Governance) are fully independent.

• Annual board and committee evaluations, proactive succession planning, and robust stockholder engagement practices.