FactSet (FDS) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on December 19, 2024, with four main proposals: election of four directors, ratification of Ernst & Young LLP as auditor, advisory vote on executive compensation, and a stockholder proposal to lower the special meeting threshold.

• Only stockholders of record as of October 21, 2024, are entitled to vote, with 37,988,845 shares outstanding.

• The Board recommends voting for all director nominees, for the auditor ratification, for the say-on-pay proposal, and against the stockholder proposal.

Voting matters and shareholder proposals

• Proposal 1: Elect four independent directors (Siew Kai Choy, Laurie G. Hylton, Lee Shavel, Elisha Wiesel) for one-year terms.

• Proposal 2: Ratify Ernst & Young LLP as independent auditor for fiscal 2025.

• Proposal 3: Approve, on an advisory basis, the compensation of named executive officers.

• Proposal 4: Stockholder proposal to lower the threshold for calling a special meeting from 25% to 15%; Board recommends against.

Board of directors and corporate governance

• Board consists of 10 members, 9 of whom are independent; Chair and CEO roles are separated.

• Board diversity: 4 women, 2 of diverse demographic backgrounds; average tenure has decreased due to recent refreshment.

• Board is fully declassifying by 2025; majority voting standard for directors; proxy access rights and 25% threshold for special meetings.

• Annual board and committee evaluations, anti-hedging/pledging policy, and robust code of ethics in place.