FactSet Research Systems Inc. (FDS) Earnings Call Transcript & Summary

Good afternoon, and welcome to the FactSet Research Systems Inc. Annual Meeting of Stockholders. I would now like to turn the conference over to Robin Abrams, Board Chair, FactSet.

Good afternoon, ladies and gentlemen. It's my pleasure to welcome you to the 2020 FactSet Annual Meeting of Stockholders. I am Robin Abrams, Chair of the Board of Directors, and I'm the Chair of this meeting. Let me first introduce you to others present on the call with us today. Philip Snow, Chief Executive Officer and a Director; Rachel Stern, Executive Vice President, Chief Legal Officer, Global Head of Strategic Resources and Corporate Secretary; Tracy Oats, who represents Broadridge and is the Inspector of Elections and Derek Steinhiser, representing our auditors from Ernst & Young. We have other FactSet directors and executives with us on the call as well. We will begin the meeting with some necessary official business. Rachel Stern, our Corporate Secretary, will act as secretary of this meeting. Let me turn the meeting over to Rachel to provide some information about this meeting. FactSet's first virtual annual meeting of stockholders.

Thank you, Robin, and welcome, everyone. Thank you for attending today. We're excited to be hosting our first virtual annual meeting. We have stockholders attending via the web portal that we've provided. While we are holding this meeting via webcast rather than in person due to the public health concerns resulting from the global COVID-19 pandemic, we believe that the virtual meeting format allows us to be more inclusive and reach a greater number of our stockholders. Stockholders will be able to vote and present questions during this meeting through the virtual meeting website. As is our custom, we will conduct the business portion of our meeting first, and there will be an opportunity for any stockholder to ask questions at the end of the meeting. Only validated stockholders may ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to 1 question and keep your question as brief as possible. Please include your name and affiliation, if any, and whether you are a stockholder or proxy holder along with your questions. Only questions pertinent to meeting matters will be answered. Similar or related questions will be grouped together and answered once. Finally, please note that no one attending via the webcast or otherwise is permitted to use any audio recording device at this meeting. With that, let me turn the meeting back over to Robin.

Thank you, Rachel. It is now shortly after 3:00 p.m. Eastern Time on December 17, and this meeting is officially called to order. The stockholders entitled to notice of and to vote at this meeting are those who were registered owners of our common stock at the close of business on the record date, October 22, 2020. Copies of the notice of meeting the 2020 annual report to stockholders and proxy statement are all available on the web portal. We also have an affidavit as to the distribution of all required documents and notices for this meeting to the registered stockholders on the record date. These documents will be filed with the permanent records of the company. Rachel has advised me that there are present here today either at our meeting or represented by proxy, the holders of more than a majority of shares of the outstanding voting stock of the company. Accordingly, they constitute the necessary quorum for this meeting. It is now in order to appoint an inspector of election, and I hereby appoint Tracy Oats to serve at this meeting. Prior to this meeting, Ms. Oats furnished the Corporate Secretary with an affidavit constituting her oath of office as inspector of election, and that affidavit will be filed with the company's permanent records. Three proposals are slated to come before this meeting, and we will take them in order: first, the election of 5 directors; second, the ratification of the appointment of the company's independent registered public accounting firm; and third, the approval by nonbinding vote of the compensation of the company's named executive officers. The first item of business is the election of 3 individuals to serve as directors for a 3-year term, expiring at the 2023 Annual Meeting of Stockholders and 2 individuals to serve as directors for a 1-year term expiring at the 2021 Annual Meeting of Stockholders. In each case, until their respective successors are duly elected and qualified. The election will be determined as to each nominee by a majority of the votes duly cast by the stockholders entitled to vote. Nominations are now in order.

I nominate each of Robin A. Abrams, Laurie Siegel and Malcolm Frank for a 3-year term and each of Siew Kai Choy and Lee Shavel for a 1-year term as a Director of the company to hold office for the term and as specified in the company's 2020 proxy statement until their respective successors are duly elected and qualified.

I second the motion.

Thank you. You have heard the nominations, no other nominations have been made in accordance with the company's bylaws, so nominations are closed. The second order of business is the ratification of the appointment of the company's independent registered public accounting firm for fiscal 2021. On October 22, 2020, the Audit Committee of our Board of Directors appointed the accounting firm of Ernst & Young LLP to be the independent public accountants of the company for the fiscal year ending August 31, 2021, and this appointment is being submitted to the stockholders for ratification. The ratification requires the affirmative vote of a majority of shares of common stock voting thereon. May I have a motion?

I move that the resolution regarding the ratification of the appointment of Ernst & Young LLP as auditors of the company for the fiscal year ending August 31, 2021, be approved.

I second the motion.

And the third order of business is the approval by nonbinding vote of the compensation of the company's named executive officers. The approval is an advisory vote. However, the company values the opinions of its stockholders and will consider the outcome of this vote in considering future compensation. May I have a motion?

I move that the resolution as set forth on Page 60 of the company's 2020 proxy statements regarding compensation of the company's named executive officers be approved.

I second the motion.

Thank you. I now call for a vote of the stockholders present in person or represented by proxy on these matters. Any stockholders who haven't yet voted or wish to change their vote may do so by pricking on the voting button on the web portal and following the instructions there. You will need the control number provided on your proxy in order to vote your shares online. Stockholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote, do not need to take any further action. We will now pause to allow stockholders to vote. [Voting] Now that everyone has had the opportunity to vote, the polls are closed. There are no other matters of business for this meeting. Questions, of course, will be entertained later. Rachel, may we hear the report from the inspector of election.

Each of the 5 nominees has been elected to be a director of the company by a majority of those present and voting. The appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending August 31, 2021, has also been ratified by a majority of those present and voting. The compensation of the company's executive officers has been approved on a nonbinding basis by a majority of those present and voting.

Thank you. I declare the nominees elected and the resolutions approved. We will be reporting the final vote results in a Form 8-K to be filed within 4 business days of this meeting. There will be a question period after the formal portion of our meeting. The protocol requires us to have a motion of adjournment of the official portion of the meeting first. May I have such a motion?

I move the meeting be adjourned.

I second the motion.

So ordered. The business portion of our 2020 Annual Meeting is now adjourned. We will now respond to stockholder questions that are being entered today on the web portal. Once again, if you have logged into the meeting with your control number and would like to ask a question, you may do so now by typing your question where specified in the web portal. Here again, we will now pause to allow questions to be submitted.

Our first question comes from [ Rose Hess. ] The question is, can you discuss the sales tax matter beyond what is in the 10-K? Any legal issues? Phil, would you like to please take that question?

Sure. Yes, thanks for the question. So we have nothing further to disclose at this time beyond what's already in the 10-K.

At this time, we have no further questions.

Thank you for your questions. If at any time, you have a question about FactSet that you wish to have answered, please contact Rima Hyder, our Global Head of Investor Relations. Thank you again for joining us today, and thank you for your continued support of FactSet. Our meeting is now adjourned.

This now concludes the meeting. Thank you for joining, and have a pleasant day.