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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 6, 2022

 

MORNINGSTAR, INC.

(Exact name of registrant as specified in its charter)

 

Illinois 000-51280 36-3297908
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)

 

22 West Washington Street  
Chicago, Illinois 60602
(Address of principal executive offices) (Zip Code)

 

(312) 696-6000

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol   Name of Each Exchange on Which
Registered
Common stock, no par value   MORN   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 6, 2022, Bevin Desmond, the Chief Talent and Culture Officer of Morningstar, Inc. (“Morningstar”), informed Morningstar’s Chief Executive Officer that she has decided to depart Morningstar in August 2022 to focus more time on her family. The Compensation Committee of the Board of Directors of Morningstar has approved (i) the continued vesting of Ms. Desmond's awards of restricted stock units and market stock units granted to her before her date of departure in accordance with each award's vesting schedule and (ii) her receiving a pro-rata bonus for 2022 under Morningstar's Corporate Incentive Plan based on 2022 full-year financial results, each subject to her compliance with the separation agreement to be entered into between her and Morningstar. Such separation agreement will contain customary non-compete, non-solicit, non-disparagement and other restrictive covenants.

 

Item 7.01Regulation FD Disclosure.

 

On May 11, 2022, Morningstar issued a press release announcing Ms. Desmond’s planned departure from Morningstar. A copy of the press release is filed as Exhibit 99.1.

 

Item 9.01Financial Statements and Exhibits.

 

(d)       Exhibits.

 

Exhibit No.

 

Description

99.1   Press Release dated May 11, 2022.
104   The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).

 

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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 12, 2022 By: /s/ Jason Dubinsky
  Name: Jason Dubinsky
  Title: Chief Financial Officer

 

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