📋 What This Document Is

This is Morningstar's definitive proxy statement (DEF 14A). It’s a formal document sent to shareholders before the annual meeting, detailing items they need to vote on and providing key company information. Think of it as a "voting guide" for shareholders.

🏢 What The Company Does

👉 In simple terms, Morningstar provides independent investment research, data, and ratings to help investors make informed decisions. They serve individual investors, financial advisors, and institutions worldwide. They also manage about $378 billion in assets through investment advisory services.

🗓️ Annual Meeting Essentials

📅 Date: May 7, 2026 (9 a.m. Central)
📍 Location: Hybrid format (in-person at Chicago HQ or live webcast)
🎯 Record Date: March 9, 2026 (Only shareholders on this date can vote)
🗳️ Voting Methods: Internet (proxyvote.com), phone (+1-800-690-6903), mail, or during the meeting.

👥 Board Changes & Nominees

• Retiring: Gail Landis (reaching mandatory retirement age after 13 years of service).
• New Director: Anne Bramman (former CFO of Nordstrom, appointed Jan 2026).
• Board Size: Reduced from 11 to 10 directors after the meeting.
• Independence: 80% of nominees are independent (8 of 10).

Key Nominees:

• Joe Mansueto (Founder, Executive Chairman)
• Kunal Kapoor (CEO)
• Anne Bramman (New director, audit/compensation committees)
• Cheryl Francis (Audit Committee Chair)
• Steve Kaplan (Compensation Committee Chair)

💰 Compensation Highlights (CEO & Executives)

• Pay-for-Performance Focus:
  • CEO: 92% of target pay is performance-based.
  • Other executives: 79% on average.
• 2025 Bonuses: Funded at 115.5%, but reduced to 111.4% due to delayed product deliveries.
• Long-Term Incentives: Market Stock Units (MSUs) paid below target (82% and 28.8% for 2022 awards) due to shareholder return performance.

📜 Key Shareholder Proposals

1. Elect 10 Directors (Board recommends FOR all).
2. Advisory Vote on Executive Compensation (Board recommends FOR).
3. Ratify KPMG as Auditor (Board recommends FOR).

🏛️ Governance & Policies

• Board Structure: Annual director elections, majority voting standard.
• Ethics Policies: Updated Code of Ethics (June 2025) and Insider Trading Policy.
• Risk Oversight: Board committees focus on cybersecurity, AI governance, and data privacy.
• Capital Returns:
  • $787 million in share buybacks in 2025.
  • $77 million in dividends (up 11% from 2024).
  • New $1 billion 3-year buyback plan approved.

👨‍💼 People & Culture Snapshot

• Employees: 10,973 globally (43% in India, 29% in U.S.).
• Turnover: 17% in 2025 (voluntary turnover decreased to 12%).
• Engagement Score: Increased to 66% (from 64% in 2024).
• Growth: 52% of open roles filled internally. Enhanced educational stipends.

📈 What This Signals

• Stable Leadership: Founder-led with experienced independent board.
• Capital Discipline: Returning cash to shareholders via dividends and buybacks.
• Accountability: Using "negative discretion" to reduce bonuses despite strong financials shows governance rigor.

⚖️ Strengths & Risks

👍 Strengths: Strong brand, global data/research moat, shareholder-friendly capital returns.
⚠️ Risks: Regulatory changes, tech disruption, dependence on market conditions.

🧠 The Analogy

Morningstar’s annual meeting is like a family reunion where the parents (the board) present a report card on the kids’ (management) performance, share plans for the future, and ask the extended family (shareholders) to approve key decisions.

📇 Key Contacts & People

• Robyn Koyner (Corporate Secretary)
• Investor Relations: [email protected]
• Board Chair: Joe Mansueto
• CEO: Kunal Kapoor

🧩 Final Takeaway

Morningstar’s 2026 proxy reflects steady governance, a refreshed board, and disciplined compensation tied to performance. Shareholders are asked to approve a slate of experienced directors and a pay plan that balances rewards with accountability.