UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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the Securities Exchange Act of 1934
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Item 5.02. Departure of Directors or Certain Officers, Election of Directions; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
At the Annual Shareholders’ Meeting of Morningstar, Inc. (Morningstar) held on May 14, 2021, the shareholders of Morningstar approved the Morningstar, Inc. Amended and Restated 2011 Stock Incentive Plan (the Plan) in accordance with the voting results set forth below under Item 5.07.
A summary of the Plan is included in Proposal 2 in Morningstar’s definitive proxy statement filed with the Securities and Exchange Commission on April 1, 2021, and such summary is incorporated herein. The summaries of the Plan contained herein and in the proxy statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein.
Eligible Participants
All officers, other employees, non-employee directors, and consultants or other independent contractors of Morningstar and its subsidiaries and persons expected to become the same are eligible to receive awards under the Plan. The Plan Administrator (described below) will determine who participates in the Plan.
Award Types
Awards that may be granted under the Plan include non-qualified stock options, tax-qualified incentive stock options, stock appreciation rights, performance units, restricted stock, unrestricted stock, and restricted stock units and the Plan Administrator may determine that an award will be subject to the attainment of performance measures over an established performance period.
Shares Authorized and Plan Limits
Morningstar can issue awards under the Plan covering a total of 4,126,042 shares, subject to adjustment in the case of certain capitalization events. Subject to adjustment in the case of certain capitalization events, (i) the maximum number of shares that may be issued pursuant to unrestricted stock awards during any fiscal year is 10,000; (ii) the maximum number of shares with respect to which stock options or stock appreciation rights or a combination thereof may be granted during any fiscal year to any person is 200,000; and (iii) the maximum number of shares with respect to which market stock units or restricted stock units may be granted during any fiscal year to any person is 200,000. In addition, the maximum amount that may be payable with respect to performance units granted during any fiscal year of the company to any person is $10,000,000. The Plan imposes an overall limit of $700,000, increased by $200,000 in the case of extraordinary service, on the total compensation that may be granted or paid, whether in equity or cash, to any individual non-employee director as compensation for services as a non-employee director in any calendar year.
Administration
Our Board of Directors as well as the Board-appointed committee (the Compensation Committee) have the authority to administer the Plan (act as the Plan Administrator). The Compensation Committee, which is made up entirely of independent directors, is responsible for interpreting the Plan and establishing Plan-related rules. The Compensation Committee has the authority to determine the participants in the Plan, approve awards granted under the Plan (subject to Plan limits), set and certify the achievement of performance measures, if any, and determine all other terms and conditions pertaining to any award.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Morningstar held its Annual Shareholders’ Meeting on May 14, 2021, for the purpose of electing directors, approving the Plan, 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 2021.
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 | 37,082,223 | 584,005 | 40,346 | 896,028 | ||||||||||||
| Kunal Kapoor | 37,509,409 | 193,772 | 3,393 | 896,028 | ||||||||||||
| Robin Diamonte | 30,288,452 | 7,303,555 | 114,567 | 896,028 | ||||||||||||
| Cheryl Francis | 29,889,479 | 7,703,073 | 114,022 | 896,028 | ||||||||||||
| Steve Joynt | 37,441,574 | 243,510 | 21,490 | 896,028 | ||||||||||||
| Steve Kaplan | 37,201,086 | 502,050 | 3,438 | 896,028 | ||||||||||||
| Gail Landis | 30,404,355 | 7,296,245 | 5,974 | 896,028 | ||||||||||||
| Bill Lyons | 35,659,926 | 1,931,876 | 114,772 | 896,028 | ||||||||||||
| Doniel Sutton | 37,525,156 | 65,374 | 116,044 | 896,028 | ||||||||||||
| Caroline Tsay | 30,292,630 | 7,410,042 | 3,902 | 896,028 | ||||||||||||
Morningstar’s Amended and Restated 2011 Stock Incentive Plan was approved with the voting as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 37,304,448 | 390,567 | 11,559 | 896,028 | |||||||||||
Morningstar’s executive compensation was approved, on an advisory basis, with the voting as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 36,620,831 | 1,050,531 | 35,212 | 896,028 | |||||||||||
The appointment of KPMG as Morningstar’s independent registered public accounting firm for 2021 was ratified with the voting as follows:
| Votes For | Votes Against | Abstentions | ||||||||
| 38,557,230 | 39,457 | 5,915 | ||||||||
The shareholder proposal requesting that the Board prepare a report on the extent of potential legal, financial, and reputational risks associated with economic activism against Israel alleged in Morningstar’s business lines was not approved, with the voting as follows:
| Votes For1 | Votes Against | Broker Non-Votes | ||||||||
| 0 | 15,558,366 | 23,044,236 | ||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | ||
| 10.1 | Morningstar, Inc. Amended and Restated 2011 Stock Incentive Plan, filed herewith. | ||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
1 This shareholder proposal was not submitted under Rule 14a-8 of the Exchange Act and the shareholder did not seek to have it included in Morningstar’s proxy statement. Accordingly, the shareholder proposal was presented only at the meeting and was available for voting only during the meeting.
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 20, 2021 | By: | /s/ Jason Dubinsky |
| Jason Dubinsky | ||
| Chief Financial Officer | ||