What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2020-10-29 compared with 2019-10-30 · 102 added, 97 removed, 63 unchanged (76% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the principal executive officer and principal financial officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the annual period covered by this report.

Based on that evaluation, the principal executive officer and principal financial officer have concluded that our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) are effective to ensure that information required to be disclosed by us in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

The Company's management, including its principal executive officer and principal financial officer, have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of the end of the annual period covered by this report.

Based on that evaluation, the principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective as of the end of the annual period covered by this report.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of fiscal 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

See Management’s Report on Internal Control over Financial Reporting under Item 8 of this Report on Form 10-K, which is incorporated herein by reference.

During the first and third quarters of fiscal 2020, the Company implemented a new general ledger and financial reporting system and a new purchase to payables system, respectively, as part of a multi-year global project to design, configure and install an integrated suite of enterprise software.

The implementations have involved changes to certain processes and related internal controls over financial reporting.

The Company has reviewed the system and the controls affected and made appropriate changes as necessary.

There have been no other changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company's fourth quarter of fiscal 2020 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Management’s Report on Internal Control over Financial Reporting of this Annual Report on Form 10-K, which is incorporated herein by reference.

Report of Independent Registered Public Accounting Firm

See Report of Independent Registered Public Accounting Firm under Item 8 of this Report on Form 10-K, which is incorporated herein by reference.

Report of Independent Registered Public Accounting Firm of this Annual Report on Form 10-K, which is incorporated herein by reference.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item relating to our directors and nominees, relating to compliance with Section 16(a) of the Securities Act of 1934, and relating to our Audit Committee is included under the captions “Corporate Governance”

and “Section 16(a) Beneficial Ownership Reporting Compliance”

in the definitive Proxy Statement dated October 30, 2019, and all such information is incorporated herein by reference.

Pursuant to General Instruction G(3) of Form 10-K, the information required by this item relating to our executive officers is included under the caption “Executive Officers of the Registrant”

in Part I of this Report on Form 10-K.

The Company has adopted a Code of Business Conduct and Ethics that applies to all employees, including the Company’s principal executive officer, principal financial officer and principal accounting officer, all other officers and the Company’s directors.

A copy of this code is available on the Company’s website at https://investor.factset.com on the Leadership and Corporate Governance page.

The information required to be furnished by this Item 10.

is incorporated herein by reference to our Notice of Annual Meeting of Stockholders and Proxy Statement to be filed within 120 days of August 31, 2020 (the "Proxy Statement").

Pursuant to General Instruction G(3) of Form 10-K, the information required by this item relating to our executive officers is included in Item 1.

Executive Officers of the Registrant of this Annual Report on Form 10-K.

A copy of this code is available on the Company’s website at https://investor.factset.com on the Leadership and Corporate Governance page.

The Company intends to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this code of ethics by posting such information on our website at the address and general location specified above.

The Corporate Governance Guidelines and the charters of the committees of our Board of Directors, including the Audit Committee, Compensation and Talent Committee and Nominating and Corporate Governance Committee, are also available on our website at https://investor.factset.com on the Leadership and Corporate Governance page.

The guidelines, charters and code of ethics are also available in print free of charge to any stockholder who submits a written request to our Investor Relations department at our corporate headquarters at 601 Merritt 7, Norwalk, CT 06851 prior to January 1, 2020 and 45 Glover Avenue Norwalk, CT 06850.

EXECUTIVE COMPENSATION

The information required by this item relating to compensation is included under the captions “Executive Compensation,”

“Compensation Discussion and Analysis,”

“Compensation and Talent Committee Report,”

“Director Compensation Program,”

including “Equity Compensation,”

and “Director Compensation Table”

of the definitive Proxy Statement dated October 30, 2019, and all such information is incorporated herein by reference.

The information required to be furnished by this Item 11.

is incorporated herein by reference to our Proxy Statement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item relating to security ownership of certain beneficial owners and management is included under the caption “Security Ownership of Certain Beneficial Owners and Management”, in the definitive Proxy Statement dated October 30, 2019, and such information is incorporated herein by reference.

The information required to be furnished by this Item 12.

is incorporated herein by reference to our Proxy Statement.

Equity Compensation Plan Information

The following table summarizes as of August 31, 2019, the number of outstanding equity awards granted to employees and non-employee directors, as well as the number of equity awards remaining available for future issuance, under FactSet’s equity compensation plans:

The following table summarizes as of August 31, 2020, the number of outstanding equity awards granted to employees and non-employee directors, as well as the number of equity awards remaining available for future issuance, under FactSet’s equity compensation plans:

(In thousands, except per share data)

2 unchanged sentences

to be issued upon exercise

of outstanding options and

restricted stock vesting

Weighted-average

of outstanding options, warrants and rights

(a) Weighted-average

exercise price of

outstanding options

Number of securities remaining

available for future

issuances under

equity compensation

plans (excluding

securities reflected

in column (a))

outstanding options, warrants and rights

(b) Number of securities remaining

available for future issuances under

equity compensation plans (excluding

securities reflected in column (a))

Equity compensation plans approved by security holders 2,400 (1)

 (1)  

 (2)  

 (3)  

Equity compensation plans not approved by security holders — — —

 (1)  

 (2)  

 (3)  

Includes shares of FactSet common stock subject to outstanding restricted stock that will entitle each holder to the issuance of one share of common stock as they vest.

Calculated without taking into account shares of FactSet common stock subject to outstanding restricted stock that will become issuable as they vest, without any cash consideration or other payment required for such shares.

Total 2,400 (1)

(1) Includes 2,254 shares issuable upon exercise of outstanding option s, 109 sh ares issuable upon vesting of awards of restricted stock and 37 shares issuable upon the conversion of outstanding performance share units.

(2) Calculated without taking into account shares of FactSet common stock subject to outstanding stock awards that will become issuable as they vest, without any cash consideration or other payment required for such shares.

(3) Includes 5,625,791 shares available for future issuance under the FactSet Research Systems Inc.

Non-Employee Directors’

Stock Option and Award Plan, as Amended and Restated and 220,410 shares available for purchase under the FactSet Research Systems Inc.

Stock Option and Award Plan, as Amended and Restated, 249,886 shares available for future issuance under the FactSet Research Systems Inc.

Non-Employee Directors’ Stock Option and Award Plan, as Amended and Restated, and 177,804 shares available for purchase under the FactSet Research Systems Inc.

2008 Employee Stock Purchase Plan, as Amended and Restated.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item relating to review, approval or ratification of transactions with related persons is included under the caption “Certain Relationships and Related Transactions”

and all the information required by this item relating to director independence is included under the caption “Corporate Governance”

contained in the definitive Proxy Statement dated October 30, 2019, all of which information is incorporated herein by reference.

The information required to be furnished by this Item 13.

is incorporated herein by reference to our Proxy Statement.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item is included under the caption “Proposal 2:

Ratification of Independent Registered Public Accounting Firm”

in the definitive Proxy Statement dated October 30, 2019, all of which information is incorporated herein by reference.

The information required to be furnished by this Item 14.

is incorporated herein by reference to our Proxy Statement.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Documents filed as part of this Report on Form 10-K:

(a) Documents filed as part of this Annual Report on Form 10-K:

Financial Statements

The information required by this item is included in Item 8, Financial Statements and Supplementary Data, which is incorporated herein.

The information required by this item is included in Item 8.

Financial Statements and Supplementary Data , of this Annual Report on Form 10-K which is incorporated herein.

Financial Statements Schedule

Schedule II –

Valuation and Qualifying Accounts

Years ended August 

31, 2019, 2018 and 2017 (in thousands):

Schedule II – Valuation and Qualifying Accounts

Years ended August 31, 2020, 2019 and 2018 (in thousands):

Receivable reserve

and Billing Adjustments

and billing adjustments Balance at Beginning of Year Charged to Expense/

Against Revenue (1)

Net of Recoveries Balance at

2020 $ 10,511 $ 754 $ ( 3,278 ) $ 7,987

2019 $ 3,490 $ 11,474 $ ( 4,453 ) $ 10,511

2018 $ 2,738 $ 4,737 $ ( 3,985 ) $ 3,490

(1) Additions to the receivable reserve for doubtful accounts are charged to bad debt expense.

3 unchanged sentences

Incorporated by Reference

Restated Certificate of Incorporation

Certificate of Amendment of Certificate of Incorporation

Second Amendment to the Restated Certificate of Incorporation

Number Exhibit

Description Form File No.

Filing Date Filed

3.1 Restated Certificate of Incorporation S-1/A 333-04238 3.1 6/26/1996

3.2 Certificate of Amendment of Certificate of Incorporation 10-K 333-22319 3.12 11/20/2001

3.3 Second Amendment to the Restated Certificate of Incorporation 8-K 001-11869 3.1 12/16/2011

3.4 Amended and Restated By-laws of FactSet Research Systems Inc.

as amended September 1, 2018

Form of Common Stock

as amended September 1, 2018 8-K 001-11869 3.1 9/6/2018

4.0 Form of Common Stock S-1/A 333-04238 4.1 6/26/1996

FactSet Research Systems Inc.

2004 Employee Stock Option and Award Plan (1)

DEF-14A 001-11869 Exhibit A 11/10/2004

FactSet Research Systems Inc.

2004 Stock Option and Award Plan, as Amended and Restated (1)

DEFR-14A 001-11869 Appendix A 12/6/2010

FactSet Research Systems Inc.

Stock Option and Award Plan as Amended and Restated (1)

8-K 001-11869 10.1 12/21/2017

FactSet Research Systems Inc.

2008 Non-Employee Directors’

Stock Option Plan (1)

2008 Non-Employee Directors’ Stock Option Plan (1 )

DEF-14A 001-11869 Appendix A 10/30/2008

FactSet Research Systems Inc.

Non-Employee Directors’

Stock Option and Award Plan, as Amended and Restated (1)

Non-Employee Directors’ Stock Option and Award Plan, as Amended and Restated (1)

8-K 001-11869 10.2 12/21/2017

Lease, dated February 14, 2018, between FactSet Research Systems Inc.

and 45 Glover Partners, LLC (2)

10-Q 001-11869 10.1 4/9/2018

Credit Agreement with PNC Bank, National Association, Bank of America, N.A.

and HSBC Bank USA, National Association as of March 29, 2019

Separation Agreement and General Release of Claims with John W.

Wiseman as of April 22, 2019 (1)

8-K 001-11869 10.1 3/29/2019

Amendment to Credit Agreement, dated September 21, 2020, by and among FactSet Research Systems Inc., PNC Bank, National Association, as the Administrative Agent, and the Lenders party thereto.

8-K 001-11869 10.1 9/25/2020

FactSet Research Systems Inc.

Executive Severance Plan (1)

8-K 001-11869 10.1 3/5/2020

Form of FactSet Research Inc.

Equity Award Agreement (1)

8-K 001-11869 10.2 3/5/2020

Separation Agreement and General Release of Claims dated June 7, 2020 between FactSet Research Systems Inc.

and Franck A.R.

Gossieaux (1)

8-K 001-11869 10.1 6/9/2020

Subsidiaries of FactSet Research Systems Inc.

6 unchanged sentences

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

101.INS XBRL Instance Document X

101.SCH XBRL Taxonomy Extension Schema X

101.CAL XBRL Taxonomy Extension Calculation Linkbase X

101.DEF XBRL Taxonomy Extension Definition Linkbase Document X

101.LAB XBRL Taxonomy Extension Label Linkbase X

101.PRE XBRL Taxonomy Extension Presentation Linkbase X

104 Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 X

(1) Indicates a management contract or compensatory plan or arrangement

1 unchanged sentence

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

FACTSET RESEARCH SYSTEMS INC.

October 30, 2019

October 29, 2020 /s/ F.

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Chief Executive Officer and Director

October 30, 2019

(Principal Executive Officer)

Executive Vice President and Chief Financial Officer

October 30, 2019

(Principal Financial Officer)

PHILIP SNOW Chief Executive Officer and Director October 29, 2020

Philip Snow (Principal Executive Officer)

SHAN Executive Vice President and Chief Financial Officer October 29, 2020

Shan (Principal Financial Officer)

/s/ GREGORY T.

Senior Vice President, Controller

October 30, 2019

(Principal Accounting Officer)

/s/ PHILIP A.

October 30, 2019

/s/ MALCOLM FRANK

October 30, 2019

MOSKOFF Senior Vice President, Controller and Chief Accounting Officer October 29, 2020

Moskoff (Principal Accounting Officer)

ABRAMS Chair October 29, 2020

BILLEADEAU Director October 29, 2020

/s/ SIEW KAI CHOY Director October 29, 2020

Siew Kai Choy

/s/ MALCOLM FRANK Director October 29, 2020

Malcolm Frank

/s/ SHEILA B.

October 30, 2019

/s/ LAURIE SIEGEL

October 30, 2019

JORDAN Director October 29, 2020

MCGONIGLE Director October 29, 2020

/s/ LEE SHAVEL Director October 29, 2020

/s/ LAURIE SIEGEL Director October 29, 2020

Laurie Siegel

/s/ JOSEPH R.

October 30, 2019

ZIMMEL Director October 29, 2020

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures