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): May 25, 2010
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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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item5.02(d).
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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 May 25, 2010, the Board of Directors of MSCI Inc. (the “Company”) appointed Patrick Tierney as a member of the Company’s Board of Directors, effective June 7, 2010. The Board of Directors determined that Mr. Tierney is independent in accordance with the director independence standards established under the Company’s Corporate Governance Policies. In connection with Mr. Tierney’s election, the Board of Directors increased its size to nine. Mr. Tierney has been appointed to the Audit Committee.
As a member of the Board of Directors, Mr. Tierney will receive (i) cash retainers under the Board's cash compensation policy (which he may, pursuant to the Company’s policies, 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. All directors are reimbursed for all reasonable out-of-pocket expenses incurred in attending meetings of the board of directors.
Item 9.01 Financial Statements and Exhibits.
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(d)
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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 May 26, 2010.
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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.
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MSCI Inc.
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Date: May 26, 2010
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By:
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/s/ Henry A. Fernandez
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Name:
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Henry A. Fernandez
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Title:
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Chief Executive Officer, President and Chairman
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Exhibit 99.1
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www.mscibarra.com
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Patrick Tierney Joins MSCI Inc. Board of Directors
NEW YORK – May 26, 2010 – MSCI Inc. (NYSE: MXB), a leading global provider of investment decision support tools, including indices and portfolio risk and performance analytics, announced today that Patrick Tierney will join the MSCI Inc. Board of Directors effective June 7, 2010. In addition, Mr. Tierney will join the Audit Committee of the Board of Directors.
Mr. Tierney retired in February 2008 from Reed-Elsevier, where he served on the Board of Directors and Management Committee and had served as the CEO of its Harcourt division since 2002. Prior to that, Mr. Tierney served as the CEO of Thomson Financial from 2000 to 2002 and as CEO of the Scientific, Technical, Healthcare, Business Information, Database and select Education business of The Thomson Corporation from 1997 to 2000. Mr. Tierney served on the Executive Committee of Knight-Ridder from 1991 to 1997. He holds a B.S. in Business and an M.B.A. from the University of Colorado.
“We are very pleased that Pat has agreed to join the MSCI Board of Directors. His long, successful career in the financial information and education business will bring additional insights and knowledge to the MSCI management team and Board that will help us continue to deliver value to our clients. The addition of Pat to the Board demonstrates our commitment to a strong, independent and experienced Board that can guide the strategic direction of MSCI and support and counsel the management team in executing its ambitious growth plans,” 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 include over 120,000 indices calculated daily across more than 70 countries, and the Barra risk models and portfolio analytics, which cover 59 equity and 48 fixed income markets. MSCI Inc. is headquartered in New York, with research and commercial offices around the world. MXB#IR
For further information on MSCI Inc. or our products please visit www.mscibarra.com.
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MSCI Inc. contact:
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Edings Thibault, MSCI, New York
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+1.866.447.7874
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For media enquiries please contact:
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Sally Todd | Clare Milton, Penrose Financial, London
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+44.20.7786.4888
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Steven Bruce | Patrick Clifford, Abernathy MacGregor, New York
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+1.212.371.5999
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