Morningstar Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
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Investment Managers
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 9, 2025
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 9, 2025, the Board of Directors of Morningstar, Inc. (the "Company" or "Morningstar") adopted the Morningstar, Inc. Executive Severance Policy (the “Severance Policy”), effective immediately, and designated each of the Company’s Chief Executive Officer, Chief Financial Officer, Chief Revenue Officer, and certain other members of the Company’s executive leadership team (collectively, the “Participants”) as participants in the Policy, subject to each Participant’s execution of a participation agreement containing certain restrictive covenants in favor of the Company.
Subject to each Participant’s execution of a general release of claims in favor of the Company, the Severance Policy provides Participants with the following severance benefits in the event that the employment of a Participant is terminated by the Company or its affiliates other than for cause, death, or disability (as such terms are defined in the Severance Policy):
•a multiple (two (2) for the Chief Executive Officer and one (1) for all other Participants) of the Participant’s base salary and annual target bonus, payable in substantially equal installments during a specified severance period (twenty-four (24) months for the Chief Executive Officer and twelve (12) months for all other Participants);
•an amount equal to the Participant’s annual bonus for the fiscal year in which the termination occurred, prorated based on the number of days that the Participant was an employee and payable in lump sum and subject to the Participant having been employed by the Company or one of its affiliates for at least three (3) months during the fiscal year of termination; and
•payment of the employer portion of Participant’s monthly premiums under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), for the duration of the specified severance period.
In the event that the employment of a Participant is terminated by the Company or its affiliates other than for cause, death, or disability or in the event that a Participant terminates his or her employment with the Company or its affiliates for good reason (as defined within the Severance Policy), in each case within the twenty-four (24) month period following a change in control (as such term is defined within the Policy, a “CIC”), then the Participant will receive, in lieu of any severance benefits under any other arrangement with the Participant (including the benefits described above), the following severance benefits:
•an amount equal to the Participant’s base salary and annual target bonus, multiplied by the CIC severance multiple (2.5 for the Chief Executive Officer and 1.5 for all other Participants) and payable in a lump sum;
•an amount equal to the Participant’s annual target bonus for the fiscal year in which the termination occurred, prorated based on the number of days that the Participant was an employee and payable in lump sum; and
•a one-time lump-sum cash payment equal to the cost of the Participant’s monthly COBRA premiums, multiplied by the number of months in a specified CIC severance period (thirty (30) months for the Chief Executive Officer and eighteen (18) months for all other Participants).
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Item 5.07. Submission of Matters to a Vote of Security Holders
On May 9, 2025, the Company held its Annual Shareholders’ Meeting, for the purpose of electing directors, providing an advisory vote on Morningstar’s executive compensation, and ratifying the appointment of KPMG LLP ("KPMG") as Morningstar’s independent registered public accounting firm for 2025.
Each of the nominees for director, as listed in the proxy statement, was elected with the number of votes set forth below:
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| Joe Mansueto | 37,686,395 | 351,383 | 14,646 | 1,385,885 | ||||||||||
| Kunal Kapoor | 37,836,064 | 201,546 | 14,814 | 1,385,885 | ||||||||||
| Robin Diamonte | 37,437,472 | 567,384 | 47,568 | 1,385,885 | ||||||||||
| Cheryl Francis | 36,202,671 | 1,816,404 | 33,349 | 1,385,885 | ||||||||||
| Steve Joynt | 37,486,178 | 550,723 | 15,523 | 1,385,885 | ||||||||||
| Steve Kaplan | 36,060,614 | 1,959,198 | 32,612 | 1,385,885 | ||||||||||
| Gail Landis | 37,165,363 | 840,524 | 46,537 | 1,385,885 | ||||||||||
| Bill Lyons | 35,439,407 | 2,597,678 | 15,339 | 1,385,885 | ||||||||||
| Doniel Sutton | 37,568,715 | 415,390 | 68,319 | 1,385,885 | ||||||||||
| Caroline Tsay | 37,410,173 | 597,347 | 44,904 | 1,385,885 | ||||||||||
Morningstar's executive compensation was approved, on an advisory basis, with the voting as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 37,475,380 | 547,563 | 29,481 | 1,385,885 | ||||||||
The appointment of KPMG as Morningstar's independent registered public accounting firm for 2025 was ratified with the voting as follows:
| Votes For | Votes Against | Abstentions | ||||||
| 39,245,136 | 184,581 | 8,592 | ||||||
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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: May 14, 2025 | By:/s/ Robyn Koyner | |||||||
| Name: Robyn Koyner | ||||||||
| Title: Corporate Secretary | ||||||||
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