Form 8-K - Current report

0001289419false00012894192024-05-152024-05-15

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 10, 2024

MORNINGSTAR, INC.

(Exact name of registrant as specified in its charter)

Illinois (State or other jurisdiction of incorporation)

000-51280 (Commission File Number)

36-3297908 (I.R.S. Employer Identification No.)

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

60602 (Zip Code)

[phone] (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:

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

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

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

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

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. ¨

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

---

Item 5.07.    Submission of Matters to a Vote of Security Holders

On May 10, 2024, Morningstar, Inc. (“Morningstar”) held its Annual Shareholders’ Meeting, for the purpose of electing directors, providing an advisory vote on Morningstar’s executive compensation, and ratifying the appointment of KPMG LLP (KPMG) as Morningstar’s independent registered public accounting firm for 2024.

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			38,313,001			412,322			14,969			838,544
Kunal Kapoor			38,479,017			245,617			15,658			838,544
Robin Diamonte			32,537,690			6,187,070			15,532			838,544
Cheryl Francis			31,189,986			7,534,922			15,384			838,544
Steve Joynt			28,789,451			9,935,476			15,365			838,544
Steve Kaplan			36,804,621			1,920,533			15,138			838,544
Gail Landis			32,147,041			6,578,104			15,147			838,544
Bill Lyons			36,655,807			2,068,504			15,981			838,544
Doniel Sutton			32,614,928			6,109,944			15,420			838,544
Caroline Tsay			32,543,974			6,181,356			14,962			838,544

Morningstar's executive compensation was approved, on an advisory basis, with the voting as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
38,378,684			346,649			14,959			838,544

The appointment of KPMG as Morningstar's independent registered public accounting firm for 2024 was ratified with the voting as follows:

Votes For			Votes Against			Abstentions
39,387,232			184,850			6,754

2

---

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 15, 2024						By:/s/ Robyn Koyner
						Name: Robyn Koyner
						Title: Corporate Secretary

3

Cover	May 15, 2024
Entity Information [Line Items]
Document Period End Date	May 10, 2024
Entity Registrant Name	MORNINGSTAR, INC.
Entity Incorporation, State or Country Code	IL
Entity File Number	000-51280
Entity Tax Identification Number	36-3297908
Entity Address, State or Province	IL
Entity Address, Address Line One	22 West Washington Street
Entity Address, City or Town	Chicago
Entity Address, Postal Zip Code	60602
Local Phone Number	696-6000
City Area Code	312
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common stock, no par value
Trading Symbol	MORN
Security Exchange Name	NASDAQ
Document Type	8-K
Entity Central Index Key	0001289419
Amendment Flag	false

---