8-K

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): April 23, 2024

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 Street, 49th Floor,	New York,	New York	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 23, 2024 (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 79,223,562 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		64,059,045		3,305,379		505,262		3,813,520
Robert G. Ashe		64,505,432		3,201,251		163,003		3,813,520
Chirantan “CJ” Desai		67,631,031		76,547		162,108		3,813,520
Wayne Edmunds		67,628,181		78,767		162,738		3,813,520
Robin Matlock		65,677,457		2,030,446		161,783		3,813,520
Jacques P. Perold		67,144,157		562,720		162,809		3,813,520
C.D. Baer Pettit		67,117,183		590,446		162,057		3,813,520
Sandy C. Rattray		64,862,778		2,845,050		161,858		3,813,520
Linda H. Riefler		62,630,785		5,029,294		209,607		3,813,520
Marcus L. Smith		67,229,849		477,044		162,793		3,813,520
Rajat Taneja		67,564,050		141,138		164,498		3,813,520
Paula Volent		67,665,251		42,733		161,702		3,813,520

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
	65,745,530		1,828,172		295,984		3,813,520

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 2024.

For		Against		Abstain
	71,059,058		462,637		161,511

The foregoing Proposal 3 was ratified.

(d) Proposal 4 – Shareholder proposal to report on “Chinese Military-Industry Companies” in Company indices.

For		Against		Abstain		Broker Non-Vote
	300,200		66,608,218		961,268		3,813,520

The foregoing Proposal 4 was not approved.

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 24, 2024	By:	/s/ Henry A. Fernandez
	Name:	Henry A. Fernandez
	Title:	Chairman and Chief Executive Officer

XML

Document and Entity Information Document	Apr. 23, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 23, 2024
Entity Registrant Name	MSCI Inc.
Entity Central Index Key	0001408198
Amendment Flag	false
Entity Tax Identification Number	13-4038723
Entity Address, Address Line One	7 World Trade Center,
Entity Address, Address Line Two	250 Greenwich Street, 49th Floor,
Entity Address, City or Town	New York,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10007
City Area Code	212
Local Phone Number	804-3900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	MSCI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33812