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MSCI MSCI

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): April 28, 2020

 

MSCI Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

 

 

 

 

Delaware

 

001-33812

 

13-4038723

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

7 World Trade Center, 250 Greenwich St., 49th Floor, New York, NY 10007

(Address of principal executive offices) (Zip Code)

(212) 804-3900

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(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 (see General Instruction A.2. below):

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))

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

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.01 per share

 

MSCI

 

New York Stock Exchange

 

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. 

 

 

 

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

MSCI Inc. (the “Company”) held its annual meeting of stockholders on April 28, 2020 (the “Annual Meeting”) as a virtual meeting. The issued and outstanding shares of the Company’s common stock, $0.01 par value per share, entitled to vote at the Annual Meeting consisted of 85,014,750 shares, each share being entitled to one vote. The following is a summary of the voting results for each matter presented to the stockholders:

 

(a)

Proposal 1 - Election of members of the Company’s Board of Directors

 

Director

 

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Vote

 

Henry A. Fernandez

 

 

70,993,098

 

 

 

2,509,159

 

 

 

365,152

 

 

 

3,655,546

 

Robert G. Ashe

 

 

73,212,843

 

 

 

467,837

 

 

 

186,729

 

 

 

3,655,546

 

Benjamin F. duPont

 

 

72,322,644

 

 

 

1,367,864

 

 

 

176,901

 

 

 

3,655,546

 

Wayne Edmunds

 

 

72,669,702

 

 

 

1,011,011

 

 

 

186,696

 

 

 

3,655,546

 

Catherine R. Kinney

 

 

70,606,877

 

 

 

3,084,340

 

 

 

176,192

 

 

 

3,655,546

 

Jacques P. Perold

 

 

72,886,674

 

 

 

803,699

 

 

 

177,036

 

 

 

3,655,546

 

Sandy C. Rattray

 

 

73,619,088

 

 

 

71,435

 

 

 

176,886

 

 

 

3,655,546

 

Linda H. Riefler

 

 

70,654,536

 

 

 

3,035,728

 

 

 

177,145

 

 

 

3,655,546

 

Marcus L. Smith

 

 

73,426,829

 

 

 

254,003

 

 

 

186,577

 

 

 

3,655,546

 

Paula Volent

 

 

73,402,420

 

 

 

288,833

 

 

 

176,156

 

 

 

3,655,546

 

 

With respect to the foregoing Proposal 1, each director was elected and received the affirmative vote of a majority of the votes cast “for” or “against” him or her at the Annual Meeting.

 

(b)

Proposal 2 – Approval, by non-binding vote, of the Company’s executive compensation.

 

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Vote

 

 

72,069,999

 

 

 

1,615,220

 

 

 

182,190

 

 

 

3,655,546

 

 

The foregoing Proposal 2 was approved.

 

(c)

Proposal 3 – Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2020.

 

For

 

 

Against

 

 

Abstain

 

 

75,996,587

 

 

 

1,308,044

 

 

 

218,324

 

 

The foregoing Proposal 3 was ratified.

 

 

 

 


 

SIGNATURE

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.

 

 

 

MSCI Inc.

 

 

 

 

Date: April 29, 2020

By:

/s/ Henry A. Fernandez

 

Name:

Henry A. Fernandez

 

Title:

Chairman and Chief Executive Officer