FactSet (FDS) Proxy filing summary

Executive summary

• FY26 began a strategic transformation focused on positioning for an AI-led market; leadership changes included CEO Sanoke Viswanathan’s September 2025 appointment and new CFO, CTO and Chief People and Workforce Transformation Officer hires.

• FY26 results: organic ASV rose 7% to $2.57B, GAAP revenue rose 6.7% to $2.48B, GAAP operating margin was 28.3%, diluted EPS was $14.57 and operating cash flow was $822.2M.

• Virtual annual meeting scheduled for December 16, 2026; October 19, 2026 is the record date, with one vote per common share.

Voting matters and shareholder proposals

• Board recommends FOR all ten director nominees for one-year terms through the 2027 annual meeting, ratification of Ernst & Young LLP for FY27, and the advisory vote on NEO compensation.

• Directors are elected by majority of votes cast; auditor ratification and the advisory compensation proposal each require a majority of votes cast. The say-on-pay vote is non-binding and held annually.

• For 2027 proxy access, a holder or group of up to 20 must own at least 3% continuously for three years; eligible nominations may cover the greater of two nominees or 20% of the Board.

Board of directors and corporate governance

• Ten directors are nominated for election; CEO Sanoke Viswanathan is the only nominee identified as non-independent. The Board has an independent Chair, and its guidelines require separation of Chair and CEO roles.

• Malcolm Frank became Board Chair in September 2025, succeeding Robin Abrams, who became Nominating and Corporate Governance Committee Chair; Marcel Prins joined the Board after FY26 year-end.

• Board met six times in FY26; Audit and Compensation and Talent committees each met six times, while the Nominating and Corporate Governance Committee met five times.

• FY26 outreach was offered to stockholders representing ~40% of shares outstanding; every stockholder who accepted met with at least one independent director, and feedback was broadly supportive of leadership transitions.