Morningstar (MORN) Proxy filing summary

Executive summary

• The annual shareholders' meeting will be held on May 7, 2026, in a hybrid format, with voting on director elections, executive compensation, and auditor ratification.

• Strategic priorities in 2025 included the acquisition of CRSP, AI-driven expansion, and a new $1 billion stock repurchase plan over three years.

• $787 million in shares were repurchased and dividends increased by nearly 11% over 2024, with a further 10% planned increase in 2026.

• Board refreshment continued, with Anne Bramman joining and Gail Landis retiring per policy.

Voting matters and shareholder proposals

• Shareholders will vote to elect 10 directors, approve executive compensation (say-on-pay), and ratify KPMG as the independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Shareholder proposals or nominations for the 2027 meeting must comply with detailed by-law and SEC requirements.

Board of directors and corporate governance

• 80% of directors are independent; board size reduced to 10 after the meeting.

• Mandatory retirement age is 73 after 10 years of service; board refreshment and diversity are ongoing priorities.

• Board committees (Audit, Compensation, NCGC) are fully independent and oversee key areas including risk, compensation, and governance.

• Annual board and committee self-evaluations and director stock ownership guidelines are in place.