UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
Morningstar held its Annual Shareholders’ Meeting on May 12, 2023, for the purpose of electing directors, providing an advisory vote on Morningstar’s executive compensation, providing an advisory vote on the frequency of future advisory votes on Morningstar’s executive compensation, and ratifying the appointment of KPMG LLP (KPMG) as Morningstar’s independent registered public accounting firm for 2023.
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 | 36,007,677 | 559,148 | 39,646 | 814,216 | ||||||||
| Kunal Kapoor | 36,197,227 | 392,476 | 16,768 | 814,216 | ||||||||
| Robin Diamonte | 30,635,244 | 5,859,156 | 112,071 | 814,216 | ||||||||
| Cheryl Francis | 29,980,742 | 6,608,452 | 17,277 | 814,216 | ||||||||
| Steve Joynt | 28,418,251 | 8,164,430 | 23,790 | 814,216 | ||||||||
| Steve Kaplan | 35,701,696 | 887,546 | 17,229 | 814,216 | ||||||||
| Gail Landis | 28,847,455 | 7,647,573 | 111,443 | 814,216 | ||||||||
| Bill Lyons | 34,838,178 | 1,744,486 | 23,807 | 814,216 | ||||||||
| Doniel Sutton | 30,473,609 | 6,020,559 | 112,303 | 814,216 | ||||||||
| Caroline Tsay | 30,651,721 | 5,937,474 | 17,276 | 814,216 |
Morningstar’s executive compensation was approved, on an advisory basis, with the voting as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
| 36,048,167 | 521,906 | 36,396 | 814,216 |
A one year frequency for the frequency of votes on executive compensation was recommended, on an advisory basis, with the voting as follows:
| 1 Year Votes | 2 Years Votes | 3 Years Votes | Abstain Votes | Broker Non-Votes | ||||
| 36,173,863 | 10,038 | 388,058 | 34,512 | 814,216 |
Based on these results, and consistent with the recommendation of Morningstar’s Board of Directors, Morningstar will conduct future advisory votes on executive compensation on an annual basis until the next required frequency vote.
The appointment of KPMG as Morningstar’s independent registered public accounting firm for 2023 was ratified with the voting as follows:
| Votes For | Votes Against | Abstentions | ||||||
| 37,117,724 | 239,449 | 63,514 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MORNINGSTAR, INC. |
| Date: May 18, 2023 | By: | /s/ Leah Trzcinski |
| Leah Trzcinski | ||
| Corporate Secretary |