Amended Current Report Filing (8-k/a)
February 02 2023 - 4:17PM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment No. 1)
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 6, 2022
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 |
Explanatory Note
On May 12, 2022, Morningstar, Inc.
(“Morningstar”) filed a Current Report on Form 8-K (“Original Form 8-K”) to report Bevin
Desmond’s decision to depart Morningstar, originally expected to take effect in August 2022. Morningstar is filing this
Form 8-K/A to provide an update on Ms. Desmond’s transition.
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously reported on the Original Form 8-K, Bevin Desmond
has decided to depart Morningstar to focus more time on her family. Ms. Desmond’s last day of employment as Morningstar’s
Chief Talent and Culture Officer was January 31, 2023, at which time Ms. Desmond transitioned to contractor status. Pursuant
to the terms of a Contract Services Agreement dated February 1, 2023 (the “Contract Services Agreement”), Ms. Desmond
will provide certain consulting and advisory services to Morningstar during a transition period. Ms. Desmond will be paid at an hourly
rate for her services and will not be entitled to equity, health coverage or other benefits. Ms. Desmond has also entered into a
Separation Agreement and General Release dated February 1, 2023 (the “Separation Agreement”), pursuant to which Ms. Desmond
provides a waiver and release of claim against Morningstar and receives continued vesting of her previously issued restricted stock unit
and market stock unit awards.
The foregoing description does not purport to be complete and is qualified
in its entirety by reference to the Contract Services Agreement and the Separation Agreement, which are filed as Exhibit 10.1 and
Exhibit 10.2 respectively and incorporated by reference herein.
Item 9.01 |
Financial Statements and Exhibits. |
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: February 2, 2023 |
By: |
/s/ Jason Dubinsky |
|
|
Jason Dubinsky |
|
|
Chief Financial Officer |
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