FactSet amends charter to declassify board and adopt forum selection provisions

FACTSET RESEARCH SYSTEMS INC

Board declassified; all directors now subject to annual election.
Removed business combination restrictions from the charter.
Added Delaware and federal forum selection provisions for stockholder litigation.
Stockholders granted the ability to call special meetings subject to requirements.
Bylaws updated for universal proxy rules, modernized technology language.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

FACTSET RESEARCH SYSTEMS INC: Amended and restated Bylaws to conform to the amended charter, add stockholder special meeting right, and make miscellaneous revisions (effective 2023-01-10).

Change: bylaw amendment
Effective: 2023-01-10

Exact text from the filing

Upon the effectiveness of the Second Amended and Restated Certificate of Incorporation, and as previously unanimously approved by the Board, the Company's Bylaws (the "Bylaws") were also amended and restated.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

FACTSET RESEARCH SYSTEMS INC: Filed Second Amended and Restated Certificate of Incorporation to declassify the Board, remove business combination restrictions, add forum selection provisions, remove creditor compromise provision, and clarify/streamline document (effective 2023-01-10).

Change: charter amendment
Effective: 2023-01-10

Exact text from the filing

On January 10, 2023, we filed the Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, and the Second Amended and Restated Certificate of Incorporation became effective.

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Source: SEC EDGAR

accession 0001013237-23-000009

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