Form 8-K - Current report

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): December 6, 2024

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:

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common stock, no par value	MORN	The Nasdaq Stock Market LLC

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers

On December 10, 2024, Morningstar, Inc. (“Morningstar” or the “Company”) announced that Michael Holt, 45, has been appointed chief financial officer (principal financial officer) effective January 1, 2025. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) and is incorporated herein by reference.

Mr. Holt has served as Morningstar’s chief strategy officer since 2018 and, in 2023, also became president of the Company’s Research and Investments group. He joined Morningstar in 2008 and served in multiple senior roles, including leading the global equity research team from 2014 to 2018 before he assumed the corporate strategy position. Mr. Holt holds a master’s degree in business administration from the University of Chicago Booth School of Business and bachelor’s degree in business from Indiana University. Mr. Holt also holds the Chartered Financial Analyst® designation.

Pursuant to an offer letter extended to him in connection with his appointment as chief financial officer, Mr. Holt will receive an annual base salary of $450,000 and is eligible to receive an annual cash bonus targeted at 100% of his base salary. In addition, he will be eligible to receive an annual grant of restricted stock units with a target value of $275,000 and an annual grant of market stock units with a target value of $825,000, in each case to be granted consistent with the Company’s regular annual grant cycle. The restricted stock units will vest in four equal annual installments beginning on the first anniversary of the grant date subject to continued service and the market stock units will be eligible to vest on the third anniversary of the grant date depending on our total shareholder return over that three-year period. This description of Mr. Holt’s compensation is qualified in its entirety by reference to the offer letter filed as Exhibit 10.1 to this Report and incorporated herein by reference.

Mr. Holt will also enter into the Company's standard form of indemnification agreement, a copy of which has been included as Exhibit 10.1 to the Company's Annual Report on Form 10-K for the fiscal year ended, December 31, 2023 (filed with the Securities and Exchange Commission in the Company’s Registration Statement on Form S-1, as amended, Registration No. 333-115209).

Mr. Holt has no family relationships with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. He is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

Item 9.01.

Financial Statements and Exhibits.

Include the following information:

(d) Exhibits:

Exhibit No.		Description
10.1		Offer Letter between Morningstar, Inc. and Michael Holt dated December 6, 2024.
99.1		Press Release dated December 10, 2024
104		The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).

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 10, 2024	By:	/s/ Kunal Kapoor
	Name:	Kunal Kapoor
	Title:	Chief Executive Officer

EXHIBIT 10.1

12/6/2024

Michael Holt

c/o Morningstar

22 West Washington Street

Chicago, IL 60602

Dear Mike,

Morningstar, Inc., is pleased to extend an offer to you for the Chief Financial Officer position, reporting to me, effective January 1, 2025.

Cash Compensation

The annual base salary for the Chief Financial Officer role will be $450,000 paid semi-monthly.

You will also be eligible to participate in Morningstar’s annual incentive plan. This plan is designed to reward employees for adding value to Morningstar and impacting our bottom line. Your bonus is targeted at 100% of your base salary to be pro-rated in your first calendar year with us based on your start date in the role.

Payment is contingent upon your performance, achievement of company performance measures as approved by the Compensation Committee of Morningstar’s Board of Directors, and your meeting employee eligibility requirements under the plan.

Equity Compensation

Morningstar’s equity program provides opportunities for company ownership. It incentivizes long-term shareholder value creation, aligns our leaders’ interests with investors’ interests and promotes a long-term relationship with the company. Our equity program currently consists of two components: market stock units (MSUs) and time-based restricted stock units (RSUs).

Your total equity target for 2025 is $1,100,000. The target value will be granted 75% in MSUs and 25% in RSUs.

The target value of your 2025 MSU award is $825,000. Half of the target value will be granted in May and the other half will be granted in November. For each grant, your target amount will be divided by the stock price on the close of the day prior to the grant to determine the number of shares you are granted. We plan to issue the first of these semi-annual grants to you in May 2025, our next regular annual grant cycle.

The number of shares vested under the MSU plan is based on three-year cumulative total shareholder return (TSR), including share price appreciation and dividends. The actual number of shares that vest can be zero to 200% of the target number of units, depending on performance over the period. You must be continuously employed for the entire performance period to receive the award.

The target value of your 2025 RSU award is $275,000. Your target amount will be divided by the stock price on the close of the day prior to the grant to determine the number of shares you are granted. We plan to issue the first of these annual grants to you in May 2025, our next regular annual grant cycle. This grant will vest per the normal vesting schedule in your country. In the United States, RSU grants vest in four equal installments on each anniversary of the grant date (25% each year for four years) provided you remain continuously employed through the vest dates.

You will remain eligible for the Stretch PSU plan, aligned to Total Company performance.

All equity plan design features including, but not limited to equity vehicles, weightings, vesting and performance measures are contingent upon approval of the Compensation Committee of Morningstar’s Board of Directors. The details of these plans are governed by our RSU and MSU plan documents and will be shared with you when the grants are awarded. These plans are regularly reviewed by the Compensation Committee and subject to change with their approval.

Target Annual Compensation Summary

Salary	$	450,000
Target Bonus (100% of salary)	$	450,000
Target Cash Compensation	$	900,000
Total Target Equity	$	1,100,000
Total Target Compensation	$	2,000,000

This offer remains subject to approval by Morningstar’s Board of Directors (and, with respect to the compensation terms herein, Morningstar’s Compensation Committee).

Congratulations again! Please let me know if you have any questions.

MORNINGSTAR, INC.

/s/ Kunal Kapoor
Kunal Kapoor
Chief Executive Officer

Acknowledged and agreed, this 9^th day of December, 2024

/s/ Michael Holt
Michael Holt

Exhibit 99.1

Investor Relations Contact:

Sarah Bush, investors@morningstar.com

Media Relations Contact:

Stephanie Lerdall, newsroom@morningstar.com

DRAFT – NOT FOR IMMEDIATE RELEASE

Morningstar Appoints Michael Holt as Chief Financial Officer

CHICAGO, December 10, 2024—Morningstar, Inc. (Nasdaq: MORN), a global provider of independent investment insights, today announced the appointment of Michael Holt as chief financial officer, effective January 1, 2025. The company previously announced that Jason Dubinsky would step down at the end of the year and assume a consulting role through a transition period.

Reporting to chief executive officer Kunal Kapoor, Holt will lead and oversee Morningstar’s global finance organization. He has served as Morningstar’s chief strategy officer for the past seven years and, in 2023, was also named president of the Research and Investments group, overseeing the 400-person team responsible for Morningstar’s rigorous, independent equity and managed investment analysis and ratings as well as portfolio construction for the company’s investment management capabilities.

“Mike is a proven strategist, analyst, and leader of high-performing teams,” Kapoor said. “Mike intensely focuses on value creation and draws a direct line from strategy to outcomes and financial accountability. His extensive operational knowledge of our firm and ability to partner across the business to support continued durable growth make him the right fit for our next CFO.”

Holt first joined Morningstar in 2008 as an equity analyst, and his strengths in assessing company value and competitive advantage earned him progressively more senior roles over the next six years. He led the global equity research team from 2014 to 2018 before he assumed the corporate strategy position, in which he played an important role in growing Morningstar’s revenue profile and set of capabilities through capital allocation and acquisitions.

“Morningstar is a great firm with a clear strategy, widening moat, and a unique culture rooted in empowering investor success,” Holt said. “We have a bright future, and I look forward to collaborating with our executive team and Board of Directors as we work to propel continued growth and value creation.”

Holt will continue to be based in the company’s Chicago headquarters. He holds the Chartered Financial Analyst® designation, a master’s degree in business administration from the University of Chicago Booth School of Business, and a bachelor’s degree in business from Indiana University.

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About Morningstar, Inc.

Morningstar, Inc. is a leading provider of independent investment insights in North America, Europe, Australia, and Asia. The Company offers an extensive line of products and solutions that serve a wide range of market participants, including individual and institutional investors in public and private capital markets, financial advisors and wealth managers, asset managers, retirement plan providers and sponsors, and issuers of fixed-income securities. Morningstar provides data and research insights on a wide range of investment offerings, including managed investment products, publicly listed companies, private capital markets, debt securities, and real-time global market data. Morningstar also offers investment management services through its investment advisory subsidiaries, with approximately $328 billion in AUMA as of Sept. 30, 2024. The Company operates through wholly-owned subsidiaries in 32 countries. For more information, visit www.morningstar.com/company. Follow Morningstar on X (formerly known as Twitter) @MorningstarInc.

Caution Concerning Forward-Looking Statements

This press release contains forward-looking statements as that term is used in the Private Securities Litigation Reform Act of 1995. These statements are based on our current expectations about future events or future financial performance. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, and often contain words such as “consider,” “future,” “maintain,” “may,” “expect,” “potential,” “anticipate,” “believe,” “continue,” “will,” or the negative thereof, and similar expressions. These statements involve known and unknown risks and uncertainties that may cause the events we discuss not to occur or to differ significantly from what we expect. A more complete description of these risks and uncertainties, among others, can be found in our filings with the Securities and Exchange Commission (SEC), including our most recent Reports on Forms 10-K and 10-Q. If any of these risks and uncertainties materialize, our actual future results and other future events may vary significantly from what we expect. We do not undertake to update our forward-looking statements as a result of new information, future events or otherwise, except as may be required by law. You are, however, advised to review any further disclosures we make on related subjects, and about new or additional risks, uncertainties, and assumptions in our filings with the SEC on Forms 10-K, 10-Q and 8-K.

# # #

MORN-C

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Cover	Dec. 06, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 06, 2024
Entity File Number	000-51280
Entity Registrant Name	MORNINGSTAR, INC.
Entity Central Index Key	0001289419
Entity Tax Identification Number	36-3297908
Entity Incorporation, State or Country Code	IL
Entity Address, Address Line One	22 West Washington Street
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60602
City Area Code	312
Local Phone Number	696-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, no par value
Trading Symbol	MORN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false