MORN 8-K
Morningstar, Inc. (MORN)
8-K
2024-12-06
For: 2024-12-03
View Original
Added on
April 10, 2026
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 3, 2024
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||||||||
(Address of principal executive offices) | (Zip Code) | |||||||||||||||||||
( (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:
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 | ||||||
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers
As previously reported by Morningstar Inc. (the “Company”) on its Current Report on Form 8-K filed with the Securities and Exchange Commission on October 23, 2024, Jason Dubinsky, the chief financial officer of the Company, will be stepping down from his role effective December 31, 2024, after which he will serve in a consulting capacity through June 30, 2025.
On December 3, 2024, Mr. Dubinsky entered into an agreement with the Company (the “Separation Agreement”) pursuant to which, in consideration for a customary waiver and release of claims against the Company and its affiliates and compliance with certain post-employment covenants, he will be entitled to receive his target cash bonus multiplied by the corporate funding rate for the current fiscal year, a one-time payment in an amount equal to his base salary for 2024, and payment of a portion of the premiums required to continue his healthcare coverage for up to twelve months following the separation date. In addition, Mr. Dubinsky’s equity awards will continue to vest as if he were employed on each applicable vesting date. Mr. Dubinsky also entered into a consulting arrangement with the Company (the “Contract Services Agreement”) pursuant to which he will receive $52,500 on a bi-weekly basis for the duration of the six-month consulting period.
The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the Separation Agreement and the Contract Services Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2 to this Form 8-K, respectively and incorporated by reference herein.
Item 8.01 Other Events.
On December 6, 2024, Morningstar, Inc. issued a press release announcing that its Board of Directors has approved a quarterly cash dividend of 45.5 cents per share payable January 31, 2025 to shareholders of record as of January 3, 2025. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
Include the following information:
(d) Exhibits:
Exhibit No. | Description | |||||||
| 104 | The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101). | |||||||
_____________________________________________________________________________________
2
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 6, 2024 | By:/s/ Kunal Kapoor | |||||||
| Name: Kunal Kapoor | ||||||||
| Title: Chief Executive Officer | ||||||||
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EXECUTION VERSION SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (the “Agreement”) is made by and between Jason Dubinsky and his heirs, agents, and assigns (hereinafter, “Employee”) and Morningstar, Inc. and its affiliates, directors, officers, employees, agents, successors, and assigns (hereinafter, the “Company”). In consideration of the mutual promises contained herein, the parties agree to the following terms: 1. Separation. Employee’s employment with the Company shall terminate effective December 31, 2024 (the “Separation Date”) and as of the Separation Date, Employee will cease to hold any position or office with the Company or any of its subsidiaries or affiliates. Employee acknowledges that his right to compensation and benefits from the Company will terminate on the Separation Date, except as specifically set forth in this Agreement, except as vested under the terms of any employee benefit plan in which Employee is a participant, and except as required by law. Until the Separation Date, Employee shall be entitled to continue to participate in all compensation and employee benefit plans of the Company, and shall receive any awards that would have been granted before the Separation Date irrespective of this Agreement, including any equity incentive award grants. If the Employee is entitled to any benefit under the current terms and conditions of any employee benefit plan of the Company that is accrued and vested on the Separation Date and that is not expressly referred to in this Agreement, such benefit shall be provided to the Employee in accordance with the terms and conditions of such employee benefit plan. 2. Waiver and Release. In exchange for the payments and benefits described herein, Employee waives and releases all claims and causes of action he may have, whether known or unknown, through the date he signs this Agreement, including but not limited to any claims against the Company arising out of his employment or separation from employment (“Claims”). This includes, but is not limited to, all claims and causes of action alleging that the Company has: a. violated public policy, the Company’s personnel policies, handbooks or any contract of employment; b. has defamed Employee, invaded his privacy, inflicted emotional distress upon him, or committed any other violation of state common law; c. has discriminated against Employee on the basis of any characteristic protected by law or otherwise violated his rights, including any right arising under the federal Age Discrimination in Employment Act, Title VII of the Civil Rights Act, the Equal Pay Act, the Americans With Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Illinois Biometric Information Privacy Act, any state or local anti-discrimination law, or any other
2 federal, state, or local law, regulation, or ordinance, to the extent allowed by law. This release shall not apply to: the Company’s obligations to provide the vested rights under the terms of any employee benefit plan in which Employee is a participant; payments under Section 6 of this Agreement; Employee’s right to indemnification under any applicable indemnification agreement with the Company or under any applicable insurance policy with respect to Employee’s liability as an employee, officer or director of the Company; Employee’s right to assert claims for workers’ compensation or unemployment benefits; Employee’s right to bring to the attention of the Equal Employment Opportunity Commission (“EEOC”) claims of discrimination (provided, however, that Employee releases his right to secure any damages including without limitation any monetary relief for alleged discriminatory treatment); any right to communicate directly with, cooperate with, or provide information to, any Regulator (as defined below); and any right to file an unfair labor practice charge under the National Labor Relations Act. 3. Employee Acknowledgements. Employee further acknowledges that: a. He is entering into this Agreement knowingly and voluntarily; b. He has been advised by the Company to consult an attorney; c. He has been offered 21 days from the date he received this Agreement to consider whether to sign it; and d. In the event of any changes to this Agreement, whether or not material, he waives the restarting of the 21-day period. 4. Revocation. After Employee signs this Agreement, he will have seven (7) days to revoke it. If Employee chooses to revoke this Agreement, he must deliver a written revocation to the Company representative indicated below within seven (7) days after he signs it. This Agreement will become effective upon the expiration of that revocation period. 5. Reaffirmation. As a condition to receiving the payments and benefits set forth in Section 6 of this Agreement (the “Separation Benefits”), Employee hereby agrees to re-affirm the waiver and release of claims set forth in Section 2 of this Agreement on the Termination Date by executing and returning Schedule A hereto to the Company representative indicated below, to cover any claims arising after the date of Employee’s execution of this Agreement through and including the Termination Date (the “Release Reaffirmation”). Employee may revoke the Release Reaffirmation in writing within the seven (7) day period commencing on the date Employee executes and delivers the Release Reaffirmation to the Company. For the avoidance of doubt, any such revocation will revoke only the Release Reaffirmation made pursuant to this Section 5 and will not revoke Employee’s original execution of this Agreement and the release included in Section 2. If Employee revokes the Release Reaffirmation, Employee’s right to receive the Separation Benefits will be null and void and any payments will be forfeited in their entirety.
3 6. Payments and Benefits. In consideration of the promises and releases set forth in this Agreement, subject to Employee’s timely execution and non-revocation of this Agreement, including the general release of claims included in Section 2 and the Reaffirmation pursuant to Section 5, and Employee’s continued compliance with this Agreement, including the restrictive covenants as set forth in Sections 9, 10 and 11), the Company has agreed to provide payments and benefits to Employee, as follows: a. The Company agrees to pay Employee a bonus for 2024 at 100% of Employee’s bonus target multiplied by the Company bonus-funding rate, at the same time that bonuses are paid to active employees in 2025, and in any event no later than March 15, 2025. Usual and customary payroll withholdings will be made from this payment. b. The Company agrees to pay Employee an aggregate gross amount equal to $475,000, payable in a lump sum on the last payroll date in December 2024, subject to usual and customary payroll withholdings. c. The Company agrees that Employee’s unvested Restricted Stock Units (RSU), Market Stock Units (MSU) and Performance Stock Units (PSU) (the “Retained Units”), if applicable, shall not terminate as a result of the termination of Employee’s employment with the Company and shall continue to vest and settle as if Employee had remained employed. Specifically, Employee’s RSU Retained Units will immediately vest and will be released to Employee on the dates that they would have been released had he remained employed, provided that such release shall occur in the calendar year in which the RSU Retained Units would have otherwise vested without regard to any language in the applicable award agreement that would allow for settlement before March 15 of the calendar year following vesting. Employee’s MSU and PSU Retained Units, if applicable, will remain outstanding and the number of such units Employee earns will vest and be released to Employee after the end of the performance period and based on the final performance and corresponding payout factor as they would have if Employee had remained employed, without giving effect to any proration described in the applicable grant document. The Company will provide Employee with information regarding performance and payments calculations for the MSU and PSU Retained Units at the same time as such information is provided to active employees. d. Provided that Employee timely elects to receive continued coverage under the Company’s group medical and dental plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), Employee agrees to pay the employee portion of the insurance premiums in effect at the time payment is due and the Company agrees to pay the employer portion of the insurance premiums for a period of twelve (12) months following the Separation Date. The Company shall provide Employee with a COBRA election notice with sufficient time for Employee to sign and return such form prior to December 31, 2024. e. Employee acknowledges that the payments and benefits set forth above exceed
4 that to which he would otherwise be entitled upon separation of employment from the Company. 7. No Admission. Employee agrees that this Agreement does not constitute any admission of fault, responsibility, or liability on the part of the Company. 8. Company Property. Employee agrees that he has returned all Company property to the Company, on or before the Separation Date. 9. Non-Disparagement. Employee agrees not to defame or disparage, either orally or in writing, the Company, any of its past or present officers, directors, employees, or advisors, or any of its products and services. The Company agrees to use its reasonable best efforts to prevent its officers from defaming or disparaging Employee, either orally or in writing, and further agrees not to issue or authorize any communication to defame or disparage Employee. 10. Confidential Information. Employee acknowledges and agrees that, during the course of his employment with the Company, he has come into contact with and become aware of certain confidential information and/or trade secrets of the Company and its customers. a. Consequently, Employee covenants and agrees that he will not, directly or indirectly, use or disclose to any person or entity, any confidential information or trade secrets of the Company, or any customer of the Company, without prior written authorization of the Company, before, on, or after the Separation Date. b. For purposes of this Agreement, “confidential information” shall mean the following, whether or not in written form or marked “Confidential,” whether developed by the Company or others, which relate to the Company’s business, operations, research, developments, products or activities and which are not otherwise generally available to the public: (i) proprietary or technical data, know-how, trade secrets, inventions, processes, designs, specifications, models, plans, diagrams, reports, drawings, and patterns; (ii) personnel, purchasing, financial, marketing, distribution and other information; (iii) customer lists and other customer relations information; and (iv) personnel and employment matters relating to the Company’s employees. 11. Additional Restrictive Covenants. a. Unless mutually agreed by the Company and Employee, during the period commencing on the Separation Date and ending on the twelve (12) month anniversary of the Separation Date (the “Restricted Period”), Employee shall not, directly or indirectly, (i) engage in, consult with, be employed by or otherwise
5 participate in a Competitive Business (as defined below), (ii) have an interest, including as an owner, parent, stockholder, officer, employee, director, agent or consultant, in any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a governmental authority (“Person”) that engages, directly or indirectly, in a Competitive Business, or (iii) interfere in any respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company and customers, manufacturers, distributors or suppliers of the Company, provided, however, that this provision shall not prevent Employee from investing, directly or indirectly, as a less-than-one-percent (1%) stockholder in the securities of any company listed on a national securities exchange or quoted on an automated quotation system. For purposes hereof, “Competitive Business” means any business that is directly competitive with the business as operated by the Company and its subsidiaries for the 12-month period immediately preceding the Separation Date. b. During the Restricted Period, Employee shall not directly or indirectly, hire or solicit, directly or indirectly, any person who is employed by the Company, or otherwise provides personal services to the Company to (i) terminate his or employment with or reduce the time or services provided to the Company, or (ii) accept employment or provide personal services to any other person or entity. Notwithstanding the foregoing, a general advertisement in a publication of general or industry-wide circulation, or posting on a website of a third person or an internet job opportunities’ website or service seeking employees or service providers that is not directed to any specific individual or individuals, will not alone violate this provision. 12. Protected Rights. Nothing in this Agreement restricts, prevents, prohibits or limits Employee from initiating communications directly with, responding to any inquiries from, volunteering information to, providing testimony before, reporting possible violations of law or regulation to, or filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. However, to the maximum extent permitted by law, Employee is waiving his right to receive any individual monetary relief from the Company resulting from any of the Claims released hereunder, regardless of whether Employee or another party has filed them, and in the event Employee obtains such monetary relief the Company will be entitled to an offset for the payments made pursuant to this Agreement. This Agreement does not limit Employee’s right to exercise his rights under Section 7 of the National Labor Relations Act or to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. Employee does not need the prior authorization of the Company to engage in conduct protected by this paragraph, and Employee does not need to notify the Company that he has engaged in such conduct. Pursuant to the Defend
6 Trade Secrets Act of 2016, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. In addition, if Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Employee may disclose a trade secret to his attorney and use the trade secret information in the court proceeding provided Employee files any document containing the trade secret under seal and do not disclose the trade secret except pursuant to court order. 13. Section 409A. All amounts payable under this Agreement are intended to comply with the “short term deferral” exception under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), specified in Treas. Reg. § 1.409A-1(b)(4) (or any successor provision) or the “separation pay plan” exception specified in Treas. Reg. § 1.409A-1(b)(9) (or any successor provision), or both of them, and shall be interpreted in a manner consistent with the applicable exceptions. Notwithstanding the foregoing, to the extent that any amount or benefit under this Agreement is subject to Section 409A, this Agreement shall be interpreted and administered in such a way as to comply with Section 409A to the maximum extent possible. Each installment payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying Section 409A. If payment of any amount subject to Section 409A is triggered by a separation from service that occurs while Employee is a “specified employee” (as defined by Section 409A) with the Company, and if the amount is scheduled to be paid within six (6) months after Employee’s separation from service, the amount shall accrue without interest and shall instead be paid on the first payroll date after the end of the six- month period. Nothing in this Agreement shall be construed as a guarantee of any particular tax treatment to Employee. Employee shall be solely responsible for the tax consequences with respect to all amounts payable under this Agreement, and in no event shall the Company have any responsibility or liability if this Agreement does not meet any applicable requirements of Section 409A. 14. Employee Cooperation. Employee further agrees that he will cooperate with the Company in matters in which he was involved while employed, if requested by the Company to do so and as reasonably necessary and taking into account Employee’s prior commitments. Employee shall be reimbursed for any out of pocket expenses incurred in connection with such cooperation, including any reasonable attorney’s fees (which, for the avoidance of doubt, shall not include any attorneys’ fees incurred by Employee in connection with the entry into this Agreement). 15. Reimbursement. The Company shall reimburse Employee for reasonable out-of-pocket business expenses incurred by Employee prior to the Separation Date in accordance with the Company’s expense reimbursement policies. 16. Severability. The parties agree that if any part of this Agreement is found to be illegal or invalid, the remainder of the Agreement will be enforceable.
7 17. Entire Agreement. This Agreement comprises the entire agreement between Employee and the Company and cancels all previous negotiations and agreements in connection with the subject matter of this Agreement. This Agreement may not be modified or supplemented except in writing and signed by Employee and the Company’s Chief People and Culture Officer. 18. Choice of Law and Venue. The provisions of this Agreement shall be governed by the laws of the State of Illinois. Any proceeding to enforce the terms of this Agreement shall be brought in a court of competent jurisdiction located in Cook County, Illinois
8 The undersigned state that they have carefully read this Agreement, that they know and understand its terms, and that they sign it freely. /s/ Jason Dubinsky 03-Dec-2024 Jason Dubinsky Date FOR THE COMPANY: /s/ Marie Trzupek-Lynch 04-Dec-2024 Marie Trzupek-Lynch, Chief People Officer Date
9 EXHIBIT A RELEASE REAFFIRMATION The releases and waivers contained in Section 2 of that certain Separation Agreement and General Release dated as of December 3, 2024 between the undersigned and Morningstar, Inc. are hereby ratified and confirmed with respect to any claims, acts or omissions through the date listed below. ACCEPTED AND AGREED: Jason Dubinsky Date: December 31, 2024
Execution Version CONTRACT SERVICES AGREEMENT This Contract Services Agreement (“Agreement”) is made by and between Morningstar, Inc. (“Morningstar”) and Jason Dubinsky (“Contractor”) effective January 1, 2025 (the “Effective Date”). 1. SERVICES TO BE PROVIDED Beginning on the Effective Date, Contractor is hereby retained to perform the specific services identified in Exhibit A hereto (hereafter, the “Services”). Contractor agrees to devote such skill, labor and attention as is required to carry out the Services and such other services as are agreed to from time to time by the parties in a good and workmanlike manner consistent with good industry practices. 2. COMPLETION DATE The Services performed by Contractor will be completed no later than June 30, 2025 or by such other date as is mutually agreed to, in writing. 3. FEES AND EXPENSES For all Services satisfactorily rendered by Contractor under this Agreement, Morningstar shall pay Contractor fees of $682,500 in the aggregate, or $52,500 payable on a bi-weekly basis after the Effective Date following submission of a proper invoice to Morningstar (or such other amounts or payment schedule as is mutually agreed to, in writing, from time to time). Contractor shall be responsible for payment of all taxes in connection with performance of the Services and the receipt of compensation under this Agreement. All reasonable travel and out-of-pocket expenses require Morningstar’s prior express written approval and will adhere to Morningstar’s Travel Policy, a copy of which will be provided. 4. INDEPENDENT CONTRACTOR STATUS Contractor is retained by Morningstar only for the purposes and to the extent set forth in this Agreement, and nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties. Contractor shall be deemed at all times to be an independent contractor and neither party has the authority to bind the other to any third person or to otherwise act in any way as the represen- tative of the other, unless otherwise expressly agreed to in writing signed by both parties hereto. Contractor is not an employee of Morningstar and is not entitled to any pay, benefits or other perquisites of employment that may be provided to Morningstar employees. It is understood and agreed that Contractor has full dominion and control over the means by which the Services are performed under this Agreement and that any approval by Morningstar of plans, methods or techniques or evaluation of the quality of the Services being provided shall not be construed to alter Contractor’s status. 5. OTHER WORK Contractor may undertake for remuneration such other work, contracts or arrangements as the Contractor deems desirable provided that it does not interfere with the provision of Services under this Agreement or conflict with the interests of Morningstar. 6. CONTACT INFORMATION
2 Contact Information for Morningstar Contractor Contact Information [REDACTED] [REDACTED] 7. INDEMNITY Contractor agrees to indemnify and hold Morningstar and any of its employees, owners, and officers harmless from any and all third-party claims and resulting damages, costs, and other liabilities, costs and expenses (including reasonable attorney’s fees) directly arising from Contractor’s gross negligence or willful misconduct related to the provision of Services under this Agreement. 8. CONTRACTOR COVENANTS a) Performance Covenant: Contractor covenants that he/she will perform the Services in a good and workmanlike manner consistent with good industry practices, and to comply with pertinent provisions of Morningstar’s Code of Ethics and other key policies in his/her performance of the Services. b) Restrictive Covenants: Contractor acknowledges and agrees that the covenants described in this paragraph are essential terms of this Agreement, that they are necessary for the protection of the business interests of Morningstar and that they do not place undue restraint on Contractor’s livelihood: Non-Disclosure of Confidential Information. Contractor agrees not to use or disclose to a third party any Confidential Information concerning the business affairs of Morningstar, its affiliates, their employees or customers without Morningstar’s prior written consent, unless required to do so by a court of competent jurisdiction. Contractor further agrees, upon termination of this Agreement or at Morningstar’s request, to destroy all Morningstar Confidential Information so that it is physically or virtually irrecoverable. Finally, Contractor agrees to use the same means it uses to protect the secrecy and confidentiality of its own confidential and proprietary information to maintain the secrecy and confidentiality of Morningstar’s Confidential Information and, in any event, to use no less than a reasonable degree of care. • “Confidential Information” means all Documents or Information and any other information protected under privacy laws, disclosed by Morningstar or by its third- party agents or by its customers, to the Contractor in connection with these Services. This includes, without limitation: (a) information about the business affairs, customers of Morningstar, or the products or services supplied by third parties to Morningstar; (b) information about the business affairs or customers of affiliates of Morningstar, or products or services supplied by third parties to affiliates; and (c) personally identifiable information about employees and customers of Morningstar. • “Documents” include any text, letter, memorandum, photograph, chart, graph, map, survey, diagram, model, sketch, book of account and information recorded or stored by means of any device. • “Information” includes information about or related to (a) computer software, hardware or other equipment, data bases, data processing or communications networking system, practices or procedures or other internal systems or controls (in any stage of development), used, owned, or developed (or in development) and related documentation; (b) technical data, research, products, financial information, plans or
3 strategies, forecasts or forecast assumptions, business practices, operations, procedures or services or marketing, merchandising or pricing information, and all Morningstar information, in any format (structured or unstructured), in any media representation. Morningstar Property. Contractor agrees that all Morningstar Confidential Information and work product produced by Contractor or its agents in conjunction with the Services is the property of Morningstar and that Morningstar has the sole right to copyright or otherwise protect and secure such property. Business Opportunities. Contractor agrees that all business opportunities relating to the Services or of which Contractor becomes aware as a result of its performance of the Services are the property of Morningstar and that Contractor will not pursue such business opportunities for Contractor’s own account without first obtaining the written consent of Morningstar. Non-Solicitation. Contractor agrees that, during the term of this Agreement and for a period of six (6) months thereafter, Contractor will not solicit any employee of Morningstar to cease employment or services for Morningstar. Contractor acknowledges that full compliance with all of these restrictive covenants is necessary to enable Morningstar to do business with its customers and that Contractor’s failure to comply with them will damage Morningstar in a manner for which there will be no adequate remedy at law. Therefore, in the event of a breach of any of these restrictive covenants, Contractor acknowledges and agrees that Morningstar shall be entitled to injunctive relief, regardless of whether or not Morningstar has complied with this Agreement, and Morningstar shall further be entitled to such other relief, including money damages, as may be deemed appropriate by a court of competent jurisdiction or an arbitrator. In the event of a court action based upon an alleged breach of any of these covenants, the prevailing party (as determined by court ruling on the merits of the dispute) will be reimbursed by the other party for reasonable attorneys’ fees and costs incurred as a result of the dispute. If any court should at any time find any one of these covenants to be unenforceable or unreasonable as to scope, territory or period of time, then the scope, territory or period of time of the covenant shall be that determined by the court to be reasonable, and the parties hereby agree that the court has the authority to so modify any of these covenants as necessary to make the covenant enforceable. 8. AUTHORIZATION Contractor does not have authority to bind Morningstar to any contracts or commitments without prior approval of Kunal Kapoor or his designated representative and agrees not to create any such obligation for Morningstar or bind or attempt to bind Morningstar in such manner. 9. GOVERNING LAW This Agreement shall be interpreted, construed and enforced under the laws of the State of Illinois. The parties irrevocably consent to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois. 10. SEVERABILITY The terms and provisions of this Agreement shall be deemed separable, so that if any term or provision is deemed to be invalid or unenforceable, such term or provision shall be deemed deleted or modified so as to be valid and enforceable to the full extent permitted by applicable law.
4 11. ENTIRE AGREEMENT The terms of this Agreement constitute the entire agreement between Contractor and Morningstar, and supersede any prior agreement, whether oral or written, between Contractor and Morningstar with respect to the subject matter hereof. Any amendment or modification hereto must be made in writing. 12. WAIVER OF JURY TRIAL In the event of any dispute between Morningstar and Contractor that lead to litigation, the parties hereby expressly waive any right to trial by jury. 13. TERMINATION WITHOUT CAUSE Following the Effective Date, this Agreement may be terminated by either party for any reason by giving at least thirty (30) days prior written notice of termination to the other party. Upon the effective date of termination, Contractor shall promptly cease performing the Services and immediately provide all notes, documentation and related materials associated with the Services to Morningstar. In addition, except for a termination under Section 14 of this Agreement, Morningstar shall pay to Contractor a lump sum amount equal to the fees that Morningstar would have paid under Section 3 hereof between the date of such termination and June 30, 2024 within thirty (30) days following the date of such termination. 14. TERMINATION WITH CAUSE Morningstar may terminate this Agreement immediately upon the occurrence of any of the following: (i) a material breach by Contractor of a material provision hereunder; or (ii) Contractor’s (x) gross negligence or willful misconduct or (y) material violation of Morningstar’s policies that have been provided to Contractor, provided such material violation has, or could reasonably be expected to have, an adverse impact on Morningstar’s business or reputation; provided, however, that Morningstar may not terminate this Agreement under this Section 14 unless, if curable by Contractor, Morningstar provides written notice of the conduct allegedly constituting Cause to Contractor with sufficient specificity and Contractor fails to cure such conduct within the 15-day period after Contractor’s receipt of such written notice. Upon the effective date of termination, Contractor shall promptly cease performing the Services, immediately provide all notes, documentation and related materials associated with the Services to Morningstar and repay to Morningstar any prepaid but unaccrued fees and/or expenses; and Morningstar shall promptly pay Contractor for any undisputed fees and/or expenses outstanding as of the date of that termination.
5 IN WITNESS WHEREOF, Contractor has executed this Agreement and Morningstar has caused this Agreement to be executed on the date written below. CONTRACTOR: MORNINGSTAR, INC. /s/ Jason Dubinsky By: /s/ Kunal Kapoor Jason Dubinsky Name: Kunal Kapoor Date: December 3, 2024 Title: Chief Executive Officer Date: December 3, 2024
6 EXHIBIT A to CONTRACT SERVICES AGREEMENT between MORNINGSTAR And CONTRACTOR 1. Description of Services Contractor shall provide transition support to Morningstar’s Chief Executive Officer, Chief Financial Officer, Chief People Officer and Finance Organization which may include, without limitation, advice and consultation regarding investor relations, treasury, finance, accounting, strategy, financial reporting, and organizational matters, from Contractor’s home or other personal office location unless otherwise requested by Morningstar.
1 of 2 Media Contact: Landon Hudson, +1 312 696-6037 or [email protected] FOR IMMEDIATE RELEASE Morningstar, Inc. Increases Quarterly Dividend to 45.5 Cents Per Share CHICAGO, Dec. 6, 2024— The board of directors of Morningstar, Inc. (Nasdaq: MORN), a leading provider of independent investment research, today declared a quarterly dividend of 45.5 cents per share, payable Jan. 31, 2025, to shareholders of record as of Jan. 3, 2025. The five-cent, or 12.3%, increase from the prior quarterly rate of 40.5 cents per share results in an expected annualized dividend of $1.82 per share compared with the prior annualized rate of $1.62 per share. While subsequent dividends will be subject to board approval, the company expects to pay three additional dividends in 2025: Record Date Payable Date April 4, 2025 April 30, 2025 July 11, 2025 July 31, 2025 Oct. 3, 2025 Oct. 31, 2025 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
2 of 2 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, including statements regarding future dividend payments, 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. For us, these risks and uncertainties include, among others, failing to maintain and protect our brand, independence, and reputation; failure to prevent and/or mitigate cybersecurity events and the failure to protect confidential information, including personal information about individuals; compliance failures, regulatory action, or changes in laws applicable to our credit ratings operations, investment advisory, environmental, social, and governance, and index businesses; failing to innovate our product and service offerings, or anticipate our clients’ changing needs; the impact of artificial intelligence and related technologies on our business, legal, and regulatory exposure profile and reputation; failing to detect errors in our products or the failure of our products to perform properly due to defects, malfunctions, or similar problems; failing to recruit, develop, and retain qualified employees; prolonged volatility or downturns affecting the financial sector, global financial markets, and the global economy and its effect on our revenue from asset-based fees and our credit ratings business; failing to scale our operations and increase productivity in order to implement our business plans and strategies; liability for any losses that result from errors in our automated advisory tools or errors in the use of the information and data we collect; inadequacy of our operational risk management, business continuity programs and insurance coverage in the event of a material disruptive event; failing to close, or achieve the anticipated economic or other benefits of, a strategic transaction on a timely basis or at all; failing to efficiently integrate and leverage acquisitions and other investments, which may not realize the expected business or financial benefits, to produce the results we anticipate; failing to maintain growth across our businesses in today's fragmented geopolitical, regulatory, and cultural world; liability relating to the information and data we collect, store, use, create, and distribute or the reports that we publish or are produced by our software products; the potential adverse effect of our indebtedness on our cash flows and financial and operational flexibility; challenges in accounting for tax complexities in the global jurisdictions which we operate in and their effect on our tax obligations and tax rates; and failing to protect our intellectual property rights or claims of intellectual property infringement against us. 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. # # # ©2024 Morningstar, Inc. All Rights Reserved. MORN-C