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 15, 2012
MORNINGSTAR, INC.
(Exact name of registrant as specified in its charter)
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Illinois |
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000-51280 |
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36-3297908 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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22 West Washington Street Chicago, Illinois |
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60602 |
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(Address of principal executive offices) |
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(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:
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)
Item 5.07. Submission of Matters to a Vote of Security Holders.
Morningstar held its Annual Shareholders’ Meeting on May 15, 2012, for the purpose of electing directors, ratifying the appointment of KPMG LLP (KPMG) as Morningstar’s independent registered public accounting firm for 2012, and voting on one shareholder proposal.
Each of the nominees for director, as listed in the proxy statement, was elected with the number of votes set forth below:
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Name |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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Joe Mansueto |
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46,336,192 |
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322,434 |
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4,096 |
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2,204,518 |
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Don Phillips |
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46,558,580 |
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99,875 |
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4,267 |
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2,204,518 |
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Cheryl Francis |
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46,527,074 |
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130,540 |
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5,108 |
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2,204,518 |
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Steve Kaplan |
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46,487,536 |
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170,110 |
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5,076 |
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2,204,518 |
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Bill Lyons |
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46,544,690 |
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112,805 |
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5,227 |
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2,204,518 |
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Jack Noonan |
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46,498,644 |
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159,750 |
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4,328 |
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2,204,518 |
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Paul Sturm |
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46,234,328 |
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423,324 |
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5,070 |
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2,204,518 |
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Hugh Zentmyer |
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46,594,057 |
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63,424 |
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5,241 |
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2,204,518 |
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The appointment of KPMG as Morningstar’s independent registered public accounting firm for 2012 was ratified with the voting as follows:
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Votes For |
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Votes Against |
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Abstentions |
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48,650,286 |
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212,235 |
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4,719 |
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The shareholder proposal regarding an independent board chairman was not approved with the voting as follows:
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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7,418,881 |
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39,237,191 |
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6,650 |
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2,204,518 |
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Item 8.01. Other Events.
On May 15, 2012, Morningstar, Inc. issued a press release announcing that its Board of Directors has approved a quarterly cash dividend of 10 cents per share payable July 31, 2012 to shareholders of record as of July 13, 2012. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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Exhibit No. |
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Description |
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99.1 |
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Press Release dated May 15, 2012 regarding quarterly dividend. |
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.
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MORNINGSTAR, INC. | |
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Date: May 16, 2012 |
By: |
/s/ Richard E. Robbins |
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Name: |
Richard E. Robbins |
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Title: |
General Counsel and Corporate Secretary |