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Item 9A. Controls and Procedures

2024-10-29 compared with 2023-10-27 · 37 added, 15 removed, 155 unchanged (25% of the section changed)

1 unchanged sentence

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.

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 not effective as of the end of the annual period covered by this report due to a material weakness in internal control over financial reporting.

Our management has identified certain control deficiencies related to the design and operation of our information technology (“IT”) general controls (“ITGCs”) that support our revenues, accounts receivable, and deferred revenues processes which, in the aggregate, rise to a material weakness in internal control over financial reporting.

The deficiencies related to program change management and user access in connection with segregation of duties and restriction to appropriate users.

As a result, the automated controls and IT dependent manual business process controls that rely upon information from the affected financial applications were also deemed not effective.

Management has also concluded the material weakness existed in the prior year.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

After giving full consideration to the material weakness, and the additional analyses and other procedures we performed to ensure that our Consolidated Financial Statements included in this Annual Report on Form 10-K were prepared in accordance with U.S.

generally accepted accounting principles (“GAAP”), our management has concluded that our Consolidated Financial Statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods disclosed in conformity with GAAP.

Remediation Efforts

Management is committed to remediating the material weakness in a timely manner.

Our remediation process includes, but is not limited to:

(i) increasing timely reviews of IT system changes made;

(ii) rationalizing access privileges for developer system users;

(iii) implementing or modifying controls related to program change management and certain computer operations;

and (iv) training of relevant personnel on the design and operation of any new or modified ITGCs.

These steps are subject to ongoing management review, as well as oversight by the Audit Committee of our Board of Directors.

Additional or modified measures may also be required to remediate the material weakness.

We will not be able to conclude that we have completely remediated the material weakness until the applicable controls are fully implemented and have operated for a sufficient period of time and management has concluded, through formal testing, that the remediated controls are operating effectively.

We expect to complete these remediation measures as early as practicable in fiscal 2025.

We will continue to monitor the design and effectiveness of these and other processes, procedures, and controls and make any further changes management deems appropriate.

No system of controls, no matter how well designed and operated, can provide absolute assurance that the objectives of the system of controls will be met, and no evaluation of controls can provide absolute assurance that all control deficiencies or material weaknesses have been or will be detected.

There is no assurance that our remediation efforts will be fully effective.

If these remediation efforts do not prove effective and control deficiencies and material weaknesses persist or occur in the future, the accuracy and timing of our financial reporting may be adversely affected.

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.

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 2024 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

7 unchanged sentences

During the quarter ended August 31, 2024, 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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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

1 unchanged sentence

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.

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

EXECUTIVE COMPENSATION

20 unchanged sentences

3,981,788 (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.

(1) Includes 1,822,913 shares issuable upon exercise of outstanding options, 168,969 shares issuable upon vesting of outstanding RSUs and 92,670 shares issuable upon the conversion of outstanding PSUs.

(2) Weighted average exercise price of outstanding options only.

3 unchanged sentences

The information required to be furnished by this Item 13 is incorporated herein by reference to our Proxy Statement.

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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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EXHIBITS, FINANCIAL STATEMENT SCHEDULES

13 unchanged sentences

2022 $ 6,431 $ 1,324 $ ( 4,979 ) $ 2,776

Additional financial statement schedules are omitted since they are either not required, not applicable, or the information is otherwise included.

Additional financial statement schedules are omitted since they are either not required, not applicable, or the information is otherwise included in the financial statements or notes thereto.

The information required by this Item is set forth below.

21 unchanged sentences

8-K 001-11869 4.4 3/1/2022

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FactSet Research Systems Inc.

27 unchanged sentences

10-Q 001-11869 10.1 7/1/2022

S eparation Agreement and General Release of Claims by and between FactSet Research Systems Inc.

and Linda Huber, dated July 22, 2024

10.1 7/23/2024

F actSet Research Systems Inc.

Securities and Insider Trading Policy

Subsidiaries of FactSet Research Systems Inc.

4 unchanged sentences

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

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Certification of the Chief Financial Officer pursuant to 18 U.S.C.

2 unchanged sentences

Incentive Compensation Recoupment Policy

001-11869 97 10/27/2023

101.INS XBRL Instance Document X

8 unchanged sentences

FORM 10-K SUMMARY

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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.

5 unchanged sentences

Philip Snow (Principal Executive Officer)

HUBER Executive Vice President, Chief Financial Officer October 27, 2023

Huber (Principal Financial Officer)

SHAN Executive Vice President, Chief Financial Officer October 29, 2024

(Principal Financial Officer)

/s/ GREGORY T.

6 unchanged sentences

Malcolm Frank

/s/ LAURIE G.

HYLTON Director October 29, 2024

MCGONIGLE Director October 29, 2024

8 unchanged sentences

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