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): February 5,
2008
MSCI
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-33812
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13-4038723
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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88
Pine Street, New York, NY 10005
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10005
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(Address
of principal executive offices)
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(Zip
Code)
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(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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers
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On
February 5, 2008, the Board of Directors of MSCI Inc. (the “Company”) appointed
Scott Sipprelle as a member of the Company’s Board of Directors, effective
February 5, 2008. The Board of Directors determined that Mr.
Sipprelle is independent in accordance with the director independence standards
established under the Company’s Corporate Governance Policies. In
connection with Mr. Sipprelle’s election, the Board of Directors increased its
size to seven.
Mr.
Sipprelle has been appointed to the Audit Committee. The number of
members on the Audit Committee remains unchanged, as Mr. Sipprelle will replace
Jerker Johansson on the Audit Committee.
As
a
member of the Board of Directors, Mr. Sipprelle will receive (i) a cash retainer
under the Board's cash compensation policy (which he may elect to receive in
the
form of MSCI common stock under the MSCI Independent Directors’ Equity
Compensation Plan (the “Directors’ Plan”)) and (ii) equity based compensation in
the form of MSCI restricted stock units pursuant to the Directors’
Plan.
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Item9.01
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Financial
Statements and
Exhibits
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(d)
Exhibits
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Exhibit No.
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Description
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Exhibit 99.1
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Press
release of MSCI Inc. dated February 5,
2008.
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Pursuant
to the requirements of the Exchange Act of 1934, as amended, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| MSCI Inc. | ||||
| (Registrant) | ||||
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Date:
February 6, 2008
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By:
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/s/ M.K. Neborak | ||
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Name:
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Michael K. Neborak | |||
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Title:
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Chief
Financial Officer
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Exhibit
99.1
Scott
Sipprelle Joins MSCI Inc. Board of Directors
New
York – February 5, 2008– MSCI Inc. (NYSE: MXB), a leading provider of
investment decision support tools, including indices and portfolio risk and
performance analytics, announced today that Scott Sipprelle has joined
the MSCI Inc. Board of Directors effective February 5, 2008. In
addition, Mr. Sipprelle has joined the Audit Committee of the Board of
Directors.
Mr.
Sipprelle founded and served as General Partner and Chief Investment Officer
of
two different investment firms, Copper Arch Capital (2002-2007) and Midtown
Research Group (co-founder, 1998-2002). Both firms were
value-oriented managers of stock portfolios, and each managed in excess of
US $1
billion for a mix of institutional and private clients. Mr. Sipprelle
is currently a private investor.
Prior
to
moving to the buy-side of the investment business, Mr. Sipprelle had a
thirteen-year career at Morgan Stanley (1985-1998), culminating as Head of
US
Equity Capital Markets. In this capacity, he managed a group that
advised and executed capital structure, strategic, and financing transactions
for corporations.
“The
addition of Scott Sipprelle to the MSCI Board of Directors demonstrates our
commitment to having a strong Board with industry knowledge to help the MSCI
management team serve the needs of its clients and increase shareholder
value. We are very pleased that Scott has agreed to join the MSCI
Board of Directors,” said Henry Fernandez, Chairman and CEO of MSCI
Inc.
About
MSCI
Inc.
MSCI
Inc.
is a leading provider of investment decision support tools to investment
institutions worldwide. MSCI Inc. products include indices and
portfolio risk and performance analytics for use in managing equity, fixed
income and multi-asset class portfolios.
The
company’s flagship products are the MSCI International Equity Indices, which are
estimated to have over US $3 trillion benchmarked to them, and the Barra risk
models and portfolio analytics, which cover 56 equity and 46 fixed income
markets. MSCI Inc. is headquartered in New York, with research and
commercial offices around the world. Morgan Stanley, a global
financial services firm, is the majority shareholder of MSCI
Inc. MXB#IR
For
further information on MSCI Inc. or our products please visit
www.mscibarra.com.
MSCI
Inc.
Contact:
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Ken
O’Keeffe, MSCI, New York
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+
1.212.804.1583
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For
media enquiries please
contact:
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Steve
Bruce | Pen Pendleton | Ann Taylor Reed, Abernathy MacGregor, New
York
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+
1.212.371.5999
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Sally
Todd | Clare Milton, Penrose Financial, London
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+
44.20.7786.4888
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