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NASDAQ: MORN Morningstar, Inc. 8-K

Morningstar holds routine annual meeting; all directors elected, compensation approved

Filed May 8, 2026 · Period ending May 7, 2026 · ~1 min read

4 key changes 2 sections

Key Changes

  • low

    All 10 director nominees elected with 92.8%–99.9% support; Bill Lyons received lowest approval at 92.8% (31.3M for, 2.4M against, 1.3M broker non-votes).

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • low

    Executive compensation approved with 96.4% support (32.5M for, 1.2M against, 1.3M broker non-votes); 3.6% opposition within normal range.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • low

    KPMG ratified as 2026 auditor with 99.7% support (34.9M for, 89K against).

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • low

    Director Gail Landis departed following mandatory retirement age policy; Board size reduced to 10 directors.

    Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →

Summary

Morningstar held its 2026 annual meeting on May 7, reporting routine governance outcomes. All ten director nominees were elected with strong support ranging from 92.8% to 99.9%. Executive compensation received 96.4% approval, and KPMG was ratified as auditor with 99.7% support. Director Gail Landis departed under the company's mandatory retirement age policy, reducing the Board to ten members.

This is a procedural filing with no material impact on operations or strategy. The voting results reflect normal shareholder approval levels across all proposals. Retail holders need take no action.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~100 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

2 Added
Show 2 minor / wording changes
Added Director departure - mandatory retirement low

Added in current filing · verify on EDGAR →

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.

Director Gail Landis departed the Board following the May 7, 2026 Annual Shareholders' Meeting due to reaching the mandatory retirement age under the Company's director retirement policy. This is a routine, policy-driven departure rather than a resignation or removal for cause.

Added Board size reduction low

Added in current filing · verify on EDGAR →

The size of the Board was set at 10 directors, effective upon the conclusion of the Annual Shareholders’ Meeting.

The Board reduced its size to 10 directors effective at the conclusion of the Annual Shareholders' Meeting, reflecting the departure of Director Landis without a replacement appointment.

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~300 words

Morningstar held its 2026 annual meeting, electing all 10 directors, approving executive compensation, and ratifying KPMG as auditor.

1 Added
Show 1 minor / wording change
Added Director elections low

Added in current filing · view on EDGAR → · paraphrased

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

All ten director nominees were elected at the annual meeting. Support ranged from 92.8% to 99.9% of votes cast. Bill Lyons received the lowest support at 92.8% (31,265,595 for vs. 2,434,521 against), while Anne Bramman received the highest at 99.9% (33,646,764 for vs. 46,318 against). All results reflect strong shareholder approval.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify