Morningstar : Proxy Statement

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Chief Executive Officer

March 28, 2024

Dear Shareholders:

Our mission to empower investor success extends to you, our fellow shareholders, and we are committed to sharing a clear roadmap of our strategy.

2023 was a year of deliberate focus on growing margins. Our efforts to achieve durable growth and profitability were underpinned by careful management of discretionary costs, reorganizing certain of our teams to increase our efficiency and scale in specific areas, and a strong emphasis on execution of our strategy and realizing returns on investments made in recent years. During the year, this contributed to meaningful increases in revenue, operating income, and cash flow. We encourage you to read our annual report for a full review of Morningstar's accomplishments in 2023.

Our mission and values are the foundation of our business. We are guided by a diverse, experienced, and active Board of Directors, and our commitment to uncompromising ethics extends to our governance practices as described in this proxy statement.

Sound Governance Foundation Focused on Continuous Improvement: We recognize the importance of strong corporate governance to help achieve our objectives and in 2023 we continued to enhance our governance framework by formalizing and updating key policies and procedures. We created a stand-alone insider trading policy and supplier code of conduct and updated our Code of Ethics. In addition, we devoted significant resources in 2023 to implement reporting and internal governance procedures to comply with the requirements of the SEC's recently adopted cybersecurity rules. We

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provided training and educational opportunities for directors throughout the year on topics such as cybersecurity and crisis planning and provided regular updates on governance and regulatory trends and key topics impacting our business, such as artificial intelligence.

Compensation Program Alignment: Our strong pay-for-performance philosophy resulted in compensation we believe is aligned with the execution of our strategy in 2023. Our target pay mix has a significant portion of total compensation that is performance-based and variable - 93% for our chief executive officer in 2023. Our company-level annual incentive plan metrics in 2023 were weighted equally between profitability and revenue. This was a move away from placing a heavier weight on revenue in prior years to further incentivize profitability and margin expansion. During 2023 we enhanced our compensation governance structure by adopting a compensation recoupment policy applicable to our executive officers as required by the Dodd-Frank Act. Implementation of this recoupment policy has more closely aligned our executive compensation framework with the interests of our shareholders. We have also implemented a recoupment policy deeper into our organization which covers not only financial restatements but employee misconduct.

commitment to transparency with the publication in early 2024 of our first Taskforce for Climate-related Financial Disclosures (TCFD) report and our first regulated sustainability report, our U.K. Gender Pay Gap report.

Maintaining Strong Corporate Culture and Human Capital Management: Morningstar's culture and support for our global teams is critical to the execution of our mission and delivering long-term value for our shareholders. In 2023 we continued to build an inclusive culture that drives exceptional talent engagement and development. We made the difficult decision to reduce headcount across certain businesses reflecting our careful assessment of the current operating environment and what we need to do to support future growth and realize returns on investments we've made to date. As part of our commitment to fairness and pay equity, we launched pay range transparency to our colleagues in North America in 2023 and have extended this practice globally in early 2024.

As we look forward to celebrating our 40th anniversary in 2024, we expect our Board to continue to actively support the Company's strategy, incentive compensation framework, and strong governance practices, guided by our brand principles of independence, transparency, and long-term focus on delivering results.

Demonstrated Commitment to Sustainability: We remain focused on transparency and management of Morningstar's enterprise sustainability practices, including aspects of human capital management, customer and product responsibility, ethics and governance, and data and information security. Our commitment to sustainability shapes efforts across the organization and in 2023 we made progress in key areas, including launching and expanding sustainability-focused product offerings, strengthening our pay equity program, enhancing our data collection practices, and furthering our

We will hold our 2024 Annual Shareholders' Meeting at 9 a.m. Central time on Friday, May 10, 2024, as a hybrid virtual and in-person meeting. We hope to see many of you in person.

As always, our Annual Shareholders' Meeting will include time for Q&A with management and the Board. We strongly encourage you to read our proxy statement and annual report in their entirety and ask that you support our Board's recommendations to vote in favor of all proposals.

On behalf of the Board of Directors, we sincerely thank you for your continued support of Morningstar.

Sincerely,

Kunal Kapoor

Chief Executive Officer

Notice of Annual Shareholders' Meeting

Morningstar, Inc.

Notice of Annual Shareholders' Meeting To be held on May 10, 2024

March 28, 2024

Dear Shareholder:You are cordially invited to attend our 2024 Annual Shareholders' Meeting, which will be held at 9 a.m. Central time on Friday, May 10, 2024 at our corporate headquarters at 22 W. Washington St., Chicago, Illinois 60602. In order to facilitate participation by our shareholders around the world, our annual meeting will also be webcast live.

We are holding the annual meeting for the following purposes:

recorded promptly, please vote as soon as possible, even if you plan to attend the annual meeting.

We expect to mail to our shareholders a Notice of Internet Availability of Proxy Materials on or about March 28, 2024, containing instructions on how to access our proxy statement, notice of annual meeting, form of proxy statement and our annual report to all shareholders entitled to vote at the annual meeting.

To elect the 10 director nominees listed in the proxy statement to hold office until the next annual shareholders' meeting and until their respective successors have been elected and qualified. To hold an advisory vote to approve executive compensation.

To ratify the appointment of KPMG LLP (KPMG) as our independent registered public accounting firm for 2024. To transact other business that may properly come before the meeting or any adjournment or postponement of the meeting.

We encourage you to read our proxy statement, which follows this notice, for additional information on these items.

You may vote at the meeting and any postponements or adjournments of the meeting if you were a shareholder of record as of the close of business on March 11, 2024, the record date for the meeting. To ensure that your vote is

For further details, please refer to the question "How do I vote?" on Page 74. If you have any questions concerning the meeting or the proposals, please contact our Investor Relations department atinvestors@morningstar.com.

By order of the Board of Directors,

Corporate Secretary and Global Head of Corporate Legal

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Cautionary Statements

This proxy statement contains, and statements made by Morningstar and its representatives at the annual meeting may contain, 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 "aim," "assume," "committed," "consider," "goal," "likely," "maintain," "ongoing," "opportunities," "target," "may," "could," "expect," "intend," "plan," "seek," "believe," "estimate," "potential," "prospects," "continue," "future," "should," "strategy," "will," "would," "is designed to," 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. We describe risks and uncertainties that could cause actual results and events to differ materially in the "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Quantitative and Qualitative Disclosures about Market Risk" sections of our most recent Forms 10-K and 10-Q. If any of these risks and uncertainties materialize, our future results may vary significantly from what we expected. We do not undertake to update our forward-looking statements as a result of new information or future events.

Readers are cautioned that certain statements relating to environmental, social and governance ("ESG") matters herein (such statements, "ESG Statements"), may be based on expectations and assumptions that are necessarily uncertain and may be prone to error or subject to misinterpretation. Terminology used in such ESG Statements may not be comparable to similarly titled measures reported by other companies or by Morningstar in other contexts. The inclusion or absence of information in Morningstar's or its subsidiaries' ESG Statements should not be construed to represent any belief regarding the materiality or financial impact of that information.

Information or documents on our website referred to in this proxy statement are not incorporated by reference into this proxy statement or any other proxy materials.

Table of Contents

Table of Contents

• 1 Proxy Statement Summary

• 1 Annual Meeting Information

• 3 Corporate Governance Highlights

• 4 Director Nominee Highlights

• 6 Executive Compensation Highlights

• 7 Corporate Sustainability Highlights

• 9 Human Capital Management Highlights

• 11 Proposal 1: Election of Directors

• 14 Board Composition and Governance Overview

• 17 Board Nominees

• 23 Board of Directors and Corporate Governance

• 23 Corporate Governance Guidelines

• 25 Director Independence

• 26 Board Responsibilities and Structure

• 28 Board Committees and Charters

• 35 Director Compensation

• 36 Security Ownership of Certain Beneficial Owners and Management

• 37 Delinquent Section 16(a) Reports

• 39 Compensation Discussion and Analysis

• 52 Compensation Committee Report

• 53 Executive Compensation Tables

• 63 Equity Compensation Plan Information

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Proposal 2: Advisory Vote to Approve Executive Compensation

• 65 Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm

• 66 Audit Committee Report

• 68 Principal Accounting Firm Fees

• 69 Certain Relationships and Related Party Transactions

• 70 Shareholder Proposals or Nominations

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• 71 Communicating With Us and Obtaining Additional Information and Materials

• 72 Questions and Answers About the Annual Meeting and the Proxy Materials

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Morningstar Inc. published this content on 23 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2024 21:26:09 UTC.