UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
Item 5.07. Submission of Matters to a Vote of Security Holders.
Morningstar held its Annual Shareholders’ Meeting on May 13, 2022, 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 2022.
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 | 32,857,397 | 367,062 | 29,357 | 923,394 | ||||||||||||
| Kunal Kapoor | 33,045,152 | 198,574 | 10,090 | 923,394 | ||||||||||||
| Robin Diamonte | 26,352,609 | 6,852,256 | 48,951 | 923,394 | ||||||||||||
| Cheryl Francis | 25,376,211 | 7,869,228 | 8,377 | 923,394 | ||||||||||||
| Steve Joynt | 33,001,535 | 243,889 | 8,392 | 923,394 | ||||||||||||
| Steve Kaplan | 32,716,360 | 529,621 | 7,835 | 923,394 | ||||||||||||
| Gail Landis | 26,385,491 | 6,859,997 | 8,328 | 923,394 | ||||||||||||
| Bill Lyons | 31,462,508 | 1,782,886 | 8,422 | 923,394 | ||||||||||||
| Doniel Sutton | 26,336,003 | 6,865,325 | 52,488 | 923,394 | ||||||||||||
| Caroline Tsay | 26,351,760 | 6,893,655 | 8,401 | 923,394 | ||||||||||||
Morningstar’s executive compensation was approved, on an advisory basis, with the voting as follows:
| Votes For | Votes Against | Abstentions | Broker Non- Votes | |||||||||
| 32,732,639 | 507,847 | 13,330 | 923,394 | |||||||||
The appointment of KPMG as Morningstar’s independent registered public accounting firm for 2022 was ratified with the voting as follows:
| Votes For | Votes Against | Abstentions | ||||||
| 33,894,817 | 179,381 | 103,012 | ||||||
| Item 8.01 | Other Events. |
On May 13, 2022, Morningstar issued a press release announcing that its Board of Directors has approved a quarterly cash dividend of 36 cents per share payable July 29, 2022 to shareholders of record as of July 1, 2022. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
Include the following information:
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated May 13, 2022 regarding quarterly dividend. | |
| 104 | The Cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101). |
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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 16, 2022 | By: | /s/ Jason Dubinsky |
| Jason Dubinsky | ||
| Chief Financial Officer | ||
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