Morningstar Inc.

05/08/2026 | Press release | Distributed by Public on 05/08/2026 14:24

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in the definitive proxy statement on Schedule 14A filed by Morningstar, Inc. (the "Company" or "Morningstar") with the Securities and Exchange Commission on March 27, 2026, Director Gail Landis, who had reached mandatory retirement age under the Company's director retirement policy by the Company's Annual Shareholders' Meeting held on May 7, 2026 (the "Annual Shareholders' Meeting"), did not stand for re-election to the Board of Directors of the Company (the "Board") in accordance with such policy. The size of the Board was set at 10 directors, effective upon the conclusion of the Annual Shareholders' Meeting.
Item 5.07. Submission of Matters to a Vote of Security Holders
On May 7, 2026, the Company held its Annual Shareholders' Meeting, 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 2026.
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 33,192,034 508,755 6,874 1,281,152
Kunal Kapoor 33,502,488 198,311 6,864 1,281,152
Anne Bramman 33,646,764 46,318 14,581 1,281,152
Robin Diamonte 33,147,696 552,518 7,449 1,281,152
Cheryl Francis 32,212,413 1,462,628 32,622 1,281,152
Steve Joynt 33,420,268 279,943 7,452 1,281,152
Steve Kaplan 32,236,110 1,464,664 6,889 1,281,152
Bill Lyons 31,265,595 2,434,521 7,547 1,281,152
Doniel Sutton 33,126,385 473,192 108,086 1,281,152
Caroline Tsay 33,262,359 437,726 7,578 1,281,152
Morningstar's executive compensation was approved, on an advisory basis, with the voting as follows:
Votes For Votes Against Abstentions Broker Non-Votes
32,474,755 1,206,815 26,093 1,281,152
The appointment of KPMG as Morningstar's independent registered public accounting firm for 2026 was ratified with the voting as follows:
Votes For Votes Against Abstentions
34,861,651 89,355 37,809
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