Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
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
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
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
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.
ITEM 9B. OTHER INFORMATION
Rule 10b5-1 Trading Plans
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).
Refer to Part II, Item 5. 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.
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Part III
ITEM 10. 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").
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.
ITEM 11. EXECUTIVE COMPENSATION
The information required to be furnished by this Item 11 is incorporated herein by reference to our Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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, 2023, 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 our equity compensation plans:
Plan category
Number of securities
to be issued upon exercise
of outstanding options, warrants and rights
(a) Weighted-average
exercise price of
outstanding options, warrants and rights
(b) Number of securities remaining
available for future issuances under
equity compensation plans (excluding
securities reflected in column (a))
(c) (3)
Equity compensation plans approved by security holders 2,231,214 (1)
$ 285.95 (2)
4,511,758 (4)
Equity compensation plans not approved by security holders — — —
Total 2,231,214 (1)
$ 285.95 (2)
4,511,758 (4)
(1) Includes 1,987,662 shares issuable upon exercise of outstanding option s, 152,796 sh ares issuable upon vesting of outstanding RSUs and 90,756 shares issuable upon the conversion of outstanding PSUs.
(2) Weighted average exercise price of outstanding options only.
(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.
(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.
ITEM 13. 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.
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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required to be furnished by this Item 14 is incorporated herein by reference to our Proxy Statement.
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Part IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this Annual Report on Form 10-K:
1. Financial Statements
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.
2. Financial Statements Schedule
FactSet Research Systems Inc.
Schedule II – Valuation and Qualifying Accounts
(in thousands)
Description
Balance at Beginning of Year Charged to Expense Write-offs,
Net of Recoveries Balance at
End of Year
Accounts Receivable Allowance:
2023 $ 2,776 $ 6,668 $ ( 1,675 ) $ 7,769
2022 $ 6,431 $ 1,324 $ ( 4,979 ) $ 2,776
2021 $ 7,987 $ 918 $ ( 2,474 ) $ 6,431
Additional financial statement schedules are omitted since they are either not required, not applicable, or the information is otherwise included.
3. Exhibits
The information required by this Item is set forth below.
Incorporated by Reference
Exhibit
Number Exhibit
Description Form File No. Exhibit No. Filing Date Filed
Herewith
3.1
FactSet Research Systems Inc. Second Amended and Restated Articles of Incorporation
8-K 001-11869 3.1 1/10/2023
3.2
FactSet Research Systems Inc. Amended and Restated By-Laws
8-K 001-11869 3.2 1/10/2023
4.0
Form of Common Stock
S-1/A 333-04238 4.1 6/26/1996
4.1
Indenture, dated as of March 1, 2022, between FactSet Research Systems Inc. and U.S. Bank Trust Company, National Association, as trustee
8-K 001-11869 4.1 3/1/2022
4.2
Supplemental Indenture, dated as of March 1, 2022, between FactSet Research Systems Inc. and U.S. Bank Trust Company, National Association, as trustee
8-K 001-11869 4.2 3/1/2022
4.3
Form of 2.900% Global Note due 2027 (included in Exhibit A-1 to Exhibit 4.2 above)
8-K 001-11869 4.3 3/1/2022
4.4
Form of 3.450% Global Note due 2032 (included in Exhibit A-2 to Exhibit 4.2 above)
8-K 001-11869 4.4 3/1/2022
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10.1
FactSet Research Systems Inc. 2004 Employee Stock Option and Award Plan (1)
DEF-14A 001-11869 Exhibit A 11/10/2004
10.2
FactSet Research Systems Inc. 2004 Stock Option and Award Plan, as Amended and Restated (1)
DEFR-14A 001-11869 Appendix A 12/6/2010
10.3
FactSet Research Systems Inc. Stock Option and Award Plan as Amended and Restated (1)
8-K 001-11869 10.1 12/21/2017
10.4
FactSet Research Systems Inc. 2008 Non-Employee Directors’ Stock Option Plan (1)
DEF-14A 001-11869 Appendix A 10/30/2008
10.5
FactSet Research Systems Inc. Non-Employee Directors’ Stock Option and Award Plan, as Amended and Restated (1)
8-K 001-11869 10.2 12/21/2017
10.6
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
10.7
FactSet Research Systems Inc. Executive Severance Plan (1)
8-K 001-11869 10.1 3/5/2020
10.8
Form of FactSet Research Inc. Equity Award Agreement (1)
8-K 001-11869 10.2 3/5/2020
10.9
Credit Agreement dated as of March 1, 2022, among FactSet Research Systems Inc., the Borrowing Subsidiaries party thereto, the Lenders party thereto, and PNC Bank, National Association, as the Administrative Agent
8-K 001-11869 4.5 3/1/2022
10.10
Separation Agreement and General Release of Claims dated April 26, 2022 between FactSet Research Systems Inc. and Gene Fernandez
10-Q 001-11869 10.1 7/1/2022
21
Subsidiaries of FactSet Research Systems Inc.
X
23
Consent of Ernst & Young LLP
X
31.1
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
X
31.2
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
X
32.1
Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
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32.2
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
X
9 7
FactSet Research Systems Inc. Incentive Compensation Recoupment Policy
X
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.
(2) Confidential treatment has been granted for portions of this exhibit.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
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.
(Registrant)
Date: October 27, 2023 /s/ F. PHILIP SNOW
F. Philip Snow
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.
Name
Title
Date
/s/ F. PHILIP SNOW Chief Executive Officer and Director October 27, 2023
F. Philip Snow (Principal Executive Officer)
/s/ LINDA S. HUBER Executive Vice President, Chief Financial Officer October 27, 2023
Linda S. Huber (Principal Financial Officer)
/s/ GREGORY T. MOSKOFF Managing Director, Controller and Chief Accounting Officer October 27, 2023
Gregory T. Moskoff (Principal Accounting Officer)
/s/ ROBIN A. ABRAMS Director October 27, 2023
Robin A. Abrams
/s/ SIEW KAI CHOY Director October 27, 2023
Siew Kai Choy
/s/ MALCOLM FRANK Director October 27, 2023
Malcolm Frank
/s/ JAMES J. MCGONIGLE Director October 27, 2023
James J. McGonigle
/s/ LEE SHAVEL Director October 27, 2023
Lee Shavel
/s/ LAURIE SIEGEL Director October 27, 2023
Laurie Siegel
/s/ MARIA TERESA TEJADA Director October 27, 2023
Maria Teresa Tejada
/s/ ELISHA WIESEL
Director October 27, 2023
Elisha Wiesel
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