---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-062268"
form_type: "8-K"
ticker: "MORN"
cik: "0001289419"
company_name: "Morningstar, Inc."
filed_at: "2023-05-18T23:59:59+00:00"
generated_at: "2026-06-14T20:55:49.386258+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.1
calibrated_materiality_score: 0.1
confidence: "high"
source: SEC EDGAR
---

# Morningstar shareholders elect 10 directors, approve say-on-pay and KPMG auditor

## Summary
- All 10 director nominees elected; Joe Mansueto received 36M votes for.
- Advisory vote on executive compensation approved with 36.0M for vs 0.5M against.
- One-year frequency for future say-on-pay votes adopted based on shareholder preference.
- Ratification of KPMG as 2023 auditor approved with 37.1M for, 0.24M against.
- Meeting held May 12, 2023; no other material items reported.

## SEC filing metadata
- accession: 0001104659-23-062268
- form_type: 8-K
- ticker: MORN
- cik: 0001289419
- company_name: Morningstar, Inc.
- filed_at: 2023-05-18T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.1
- calibrated_materiality_score: 0.1
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1289419/000110465923062268/0001104659-23-062268-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1289419/000110465923062268/tm2316246d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-062268
- JSON: https://secwatch.observer/filing/0001104659-23-062268.json
- Plain text: https://secwatch.observer/filing/0001104659-23-062268.txt

## Key facts
- Shareholder Votes
  Morningstar, Inc. shareholders approved Advisory vote on the frequency of future advisory votes on executive compensation at the 2023-05-12 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-12
  source text: A one year frequency for the frequency of votes on executive compensation was recommended, on an advisory basis, with the voting as follows: 1 Year Votes 2 Years Votes 3 Years Votes Abstain Votes Broker Non-Votes 36,173,863 10,038 388,058 34,512 814,216
  evidence_url: https://www.sec.gov/Archives/edgar/data/1289419/000110465923062268/0001104659-23-062268-index.htm
- Shareholder Votes
  Morningstar, Inc. shareholders approved Election of Directors at the 2023-05-12 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-12
  source text: 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 36,007,677 559,148 39,646 814,216 Kunal Kapoor 36,197,227 392,476 16,768 814,216 Robin Diamonte 30,635,244 5,859,156 112,071 814,216 Cheryl Francis 29,980,742 6,608,452 17,277 814,216 Steve Joynt 28,418,251 8,164,430 23,790 814,216 Steve Kaplan 35,701,696 887,546 17,229 814,216 Gail Landis 28,847,455 7,647,573 111,443 814,216 Bill Lyons 34,838,178 1,744,486 23,807 814,216 Doniel Sutton 30,473,609 6,020,559 112,303 814,216 Caroline Tsay 30,651,721 5,937,474 17,276 814,216
  evidence_url: https://www.sec.gov/Archives/edgar/data/1289419/000110465923062268/0001104659-23-062268-index.htm
- Shareholder Votes
  Morningstar, Inc. shareholders approved Ratification of appointment of KPMG LLP as independent registered public accounting firm for 2023 at the 2023-05-12 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-12
  source text: The appointment of KPMG as Morningstar’s independent registered public accounting firm for 2023 was ratified with the voting as follows: Votes For Votes Against Abstentions 37,117,724 239,449 63,514
  evidence_url: https://www.sec.gov/Archives/edgar/data/1289419/000110465923062268/0001104659-23-062268-index.htm
- Shareholder Votes
  Morningstar, Inc. shareholders approved Advisory vote on executive compensation at the 2023-05-12 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-12
  source text: Morningstar’s executive compensation was approved, on an advisory basis, with the voting as follows: Votes For Votes Against Abstentions Broker Non-Votes 36,048,167 521,906 36,396 814,216
  evidence_url: https://www.sec.gov/Archives/edgar/data/1289419/000110465923062268/0001104659-23-062268-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.