FactSet (FDS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 18, 2025, with all materials available online and voting accessible via internet, phone, mail, or during the virtual meeting.

• Key proposals include election of ten directors, ratification of the auditor, advisory vote on executive compensation, approval of new employee stock purchase and omnibus incentive plans, and amendment of the Certificate of Incorporation.

• Board recommends voting FOR all proposals.

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 of 2025 Employee Stock Purchase Plan and 2025 Omnibus Incentive Plan.

• Amendment to Certificate of Incorporation to lower the threshold for written consent amendments from supermajority to majority and remove obsolete language.

Board of directors and corporate governance

• Board consists of ten independent directors and the CEO; strong focus on diversity, expertise, and regular refreshment.

• Independent Board Chair and fully independent key committees.

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

• Recent governance improvements include board declassification, removal of supermajority provisions, and lowering the threshold for special meetings.