- Current report filing (8-K)
October 16 2009 - 4:31PM
Edgar (US Regulatory)
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):
October 13, 2009
MORNINGSTAR, INC.
(Exact name of registrant as specified in its charter)
Illinois
(State or other jurisdiction
of incorporation)
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000-51280
(Commission
File Number)
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36-3297908
(I.R.S. Employer
Identification No.)
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22 West Washington Street
Chicago, Illinois
(Address of principal executive offices)
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60602
(Zip Code)
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(312) 696-6000
(Registrants
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 3.01. Notice of Delisting or Failure to Satisfy a
Continued Rule or Standard; Transfer of Listing
(b) In an email message dated October 13, 2009,
Morningstar, Inc. (Morningstar) notified the Nasdaq Stock Market Listing
Qualifications Department that Cheryl Francis, Chair of Morningstars Audit
Committee, may have failed to meet the requirements of Marketplace Rule 5605(c)(2)(A) because
her two sons shared a residence with her while they were previously employed by
Morningstar as summer interns. The internships have been completed. Morningstar also informed Nasdaq that it
intends to review its procedures relating to its director and executive officer
questionnaires and its policies and procedures regarding employment of
relatives of board members.
(c) On October 14, 2009, Morningstar received a
Staff Deficiency Letter from the Nasdaq Stock Market Listing Qualifications
Department indicating that Morningstar did not comply with Marketplace Rule 5605(c)(2)(A) as
the result of Morningstars employment of Ms. Francis sons. The letter from Nasdaq also indicated that
Morningstar has regained compliance with Marketplace Rule 5605(b)(2), and
that, subject to the public disclosure requirements of Marketplace Rule 5810(a),
this matter is now closed.
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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.
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MORNINGSTAR, INC.
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Date:
October 16
, 2009
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By:
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/s/ Scott Cooley
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Name:
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Scott Cooley
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Title:
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Chief Financial Officer
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