1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Our management, including our 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.
−Removed: In accordance with the guidance issued by the Securities and Exchange Commission, companies are permitted to exclude acquisitions from their first assessment of internal control over financial reporting following the date of acquisition.
−Removed: E xcluding goodwill and intangible assets, CGS represented 5% percent of our total assets as of August 31, 2022 and 5% percent of our consolidated revenues for fiscal year 2022 .
−Removed: Based on those guidelines, our management's assessment of the effectiveness of our internal control over financial reporting excluded CGS, which we acquired in the third quarter of fiscal 2022.
−Removed: Our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures, excluding the assessment of those related to CGS, were effective as of the end of the annual period covered by this report.
+Added: Our management, including our 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, and our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the annual period covered by this report.
Changes in Internal Control over Financial Reporting
−Removed: There have been no other 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 our fourth quarter of fiscal 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: 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 our fourth quarter of fiscal 2023 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
+Added: See Part II, Item 8.
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
+Added: See Part II, Item 8.
Report of Independent Registered Public Accounting Firm of this Annual Report on Form 10-K, which is incorporated herein by reference.
OTHER INFORMATION
+Added: Rule 10b5-1 Trading Plans
+Added: During the quarter ended August 31, 2023, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended), adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408(a) and (c) of Regulation S-K).
+Added: Refer to Part II, Item 5.
+Added: Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, of this Annual Report on Form 10-K for the information required by Item 408(d) of Regulation S-K.
+Added: Ta ble of C onte nts
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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, 2023 (the "Proxy Statement").
−Removed: 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.
+Added: Pursuant to General Instruction G(3) of Form 10-K, the information required by this item relating to our executive officers is included in Part I, Item 1.
Executive Officers of the Registrant of this Annual Report on Form 10-K.
23 unchanged sentences
(2) Weighted average exercise price of outstanding options only.
−Removed: (3) Includes 4,668,567 shares available for future issuance under the FactSet Research Systems Inc.
−Removed: Stock Option and Award Plan, as Amended and Restated, 232,293 shares available for future issuance under the FactSet Research Systems Inc.
−Removed: Non-Employee Directors’ Stock Option and Award Plan, as Amended and Restated, and 102,712 shares available for purchase under the FactSet Research Systems Inc.
−Removed: 2008 Employee Stock Purchase Plan, as Amended and Restated.
+Added: (3) In accordance with the LTIP and Director Plan, each Restricted Stock Award granted or canceled/forfeited is equivalent to 2.5 shares deducted from or added back to, respectively, the aggregate number of stock-based awards available for grant.
+Added: (4) Includes 4,226,221 shares available for future issuance under the LTIP, 222,698 shares available for future issuance under the Director Plan, and 62,839 shares available for purchase under the ESPP.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required to be furnished by this Item 13 is incorporated herein by reference to our Proxy Statement.
+Added: Ta ble of C onte nts
PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required to be furnished by this Item 14 is incorporated herein by reference to our Proxy Statement.
+Added: Ta ble of C onte nts
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
19 unchanged sentences
Filing Date Filed
−Removed: Asset Purchase Agreement, dated as of December 24, 2021, by and between S&P Global Inc.
−Removed: and FactSet Research Systems Inc.
−Removed: 8-K 001-11869 2.1 3/1/2022
−Removed: Amendment No.
−Removed: 1 to Asset Purchase Agreement, dated as of February 11, 2022, by and between S&P Global Inc.
−Removed: and FactSet Research Systems Inc.
−Removed: 8-K 001-11869 2.2 3/1/2022
−Removed: Restated Certificate of Incorporation
−Removed: S-1/A 333-04238 3.1 6/26/1996
−Removed: Certificate of Amendment of Certificate of Incorporation
−Removed: 10-K 333-22319 3.12 11/20/2001
−Removed: Second Amendment to the Restated Certificate of Incorporation
−Removed: 8-K 001-11869 3.1 12/16/2011
−Removed: Amended and Restated By-laws of FactSet Research Systems Inc.
−Removed: as amended September 1, 2018
+Added: FactSet Research Systems Inc.
+Added: Second Amended and Restated Articles of Incorporation
8-K 001-11869 3.1 1/10/2023
−Removed: Amendment to Amended and Restated By-laws of FactSet Research Systems Inc.
−Removed: effective September 27, 2021
+Added: FactSet Research Systems Inc.
+Added: Amended and Restated By-Laws
8-K 001-11869 3.2 1/10/2023
11 unchanged sentences
8-K 001-11869 4.4 3/1/2022
+Added: Ta ble of C onte nts
FactSet Research Systems Inc.
33 unchanged sentences
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Ta ble of C onte nts
Certification of the Chief Financial Officer pursuant to 18 U.S.C.
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: FactSet Research Systems Inc.
+Added: Incentive Compensation Recoupment Policy
101.INS XBRL Instance Document X
8 unchanged sentences
FORM 10-K SUMMARY
+Added: Ta ble of C onte nts
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.
21 unchanged sentences
Maria Teresa Tejada
+Added: /s/ ELISHA WIESEL
+Added: Director October 27, 2023
+Added: Elisha Wiesel
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.