UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 


 

FORM 8-K

 


 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  May 15, 2012

 

MORNINGSTAR, INC.

(Exact name of registrant as specified in its charter)

 

Illinois

 

000-51280

 

36-3297908

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

22 West Washington Street

Chicago, Illinois

 

60602

(Address of principal executive offices)

 

(Zip Code)

 

(312) 696-6000

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

 

 

 



 

Item 5.07.  Submission of Matters to a Vote of Security Holders.

 

Morningstar held its Annual Shareholders’ Meeting on May 15, 2012, for the purpose of electing directors, ratifying the appointment of KPMG LLP (KPMG) as Morningstar’s independent registered public accounting firm for 2012, and voting on one shareholder proposal.

 

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

 

46,336,192

 

322,434

 

4,096

 

2,204,518

 

Don Phillips

 

46,558,580

 

99,875

 

4,267

 

2,204,518

 

Cheryl Francis

 

46,527,074

 

130,540

 

5,108

 

2,204,518

 

Steve Kaplan

 

46,487,536

 

170,110

 

5,076

 

2,204,518

 

Bill Lyons

 

46,544,690

 

112,805

 

5,227

 

2,204,518

 

Jack Noonan

 

46,498,644

 

159,750

 

4,328

 

2,204,518

 

Paul Sturm

 

46,234,328

 

423,324

 

5,070

 

2,204,518

 

Hugh Zentmyer

 

46,594,057

 

63,424

 

5,241

 

2,204,518

 

 

The appointment of KPMG as Morningstar’s independent registered public accounting firm for 2012 was ratified with the voting as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

48,650,286

 

212,235

 

4,719

 

 

The shareholder proposal regarding an independent board chairman was not approved with the voting as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

7,418,881

 

39,237,191

 

6,650

 

2,204,518

 

 

Item 8.01.  Other Events.

 

On May 15, 2012, Morningstar, Inc. issued a press release announcing that its Board of Directors has approved a quarterly cash dividend of 10 cents per share payable July 31, 2012 to shareholders of record as of July 13, 2012.  A copy of the press release is filed as Exhibit 99.1 to this Form 8-K.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)        Exhibits:

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated May 15, 2012 regarding quarterly dividend.

 

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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: May 16, 2012

By:

/s/ Richard E. Robbins

 

Name:

Richard E. Robbins

 

Title:

General Counsel and Corporate Secretary

 

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