Morningstar Inc. filed SEC Form 8-K: Leadership Update, Other Events, Financial Statements and Exhibits
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Investment Managers
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 3, 2024
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers
As previously reported by Morningstar Inc. (the “Company”) on its Current Report on Form 8-K filed with the Securities and Exchange Commission on October 23, 2024, Jason Dubinsky, the chief financial officer of the Company, will be stepping down from his role effective December 31, 2024, after which he will serve in a consulting capacity through June 30, 2025.
On December 3, 2024, Mr. Dubinsky entered into an agreement with the Company (the “Separation Agreement”) pursuant to which, in consideration for a customary waiver and release of claims against the Company and its affiliates and compliance with certain post-employment covenants, he will be entitled to receive his target cash bonus multiplied by the corporate funding rate for the current fiscal year, a one-time payment in an amount equal to his base salary for 2024, and payment of a portion of the premiums required to continue his healthcare coverage for up to twelve months following the separation date. In addition, Mr. Dubinsky’s equity awards will continue to vest as if he were employed on each applicable vesting date. Mr. Dubinsky also entered into a consulting arrangement with the Company (the “Contract Services Agreement”) pursuant to which he will receive $52,500 on a bi-weekly basis for the duration of the six-month consulting period.
The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the Separation Agreement and the Contract Services Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2 to this Form 8-K, respectively and incorporated by reference herein.
Item 8.01 Other Events.
On December 6, 2024, Morningstar, Inc. issued a press release announcing that its Board of Directors has approved a quarterly cash dividend of 45.5 cents per share payable January 31, 2025 to shareholders of record as of January 3, 2025. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
Include the following information:
(d) Exhibits:
Exhibit No. | Description | |||||||
| 104 | The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101). | |||||||
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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: December 6, 2024 | By:/s/ Kunal Kapoor | |||||||
| Name: Kunal Kapoor | ||||||||
| Title: Chief Executive Officer | ||||||||
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