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 2, 2017
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)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On February 1, 2017, the Board of Directors of MSCI Inc. (“MSCI” or the “Company”) appointed Peter J. Zangari, then Head of Analytics, to serve as, and assume the duties of, the Company’s Global Head of Research and Product Development, effective immediately. As Global Head of Research and Product Development of the Company, Mr. Zangari will set the research agenda and drive integration of research into the Company’s products and services to deliver innovative solutions to investment problems. Remy Briand, who previously held the role of Global Head of Research since February 2015, was appointed Head of ESG and Real Estate in June 2016 and will now focus solely on his product line responsibilities.
In connection with Mr. Zangari’s appointment, Jorge Mina, who has been the Head of Analytics for the Americas since 2015, was appointed Head of Analytics. As Head of Analytics, Mr. Mina will be responsible for all of MSCI’s analytics products and services. Mr. Mina will also serve on the Company’s Executive Committee.
Mr. Zangari, age 49, joined the Company in 2011 and is a member of the Company’s Executive Committee. He served as Head of Analytics from February 2015 until February 2017. Prior to this, he served as Head of Equity Portfolio Management Analytics from August 2011 until February 2015. Prior to joining MSCI, Mr. Zangari held progressively senior-level positions at Goldman Sachs since 1998, most recently as the Head of Risk and a member of the leadership team for the Quantitative Investment Strategies (“QIS”) business of Goldman Sachs Asset Management (“GSAM”). Prior to joining QIS, Mr. Zangari was responsible for building out and managing GSAM’s proprietary equity risk and attribution platform. Mr. Zangari has a Bachelor of Arts degree in economics from Fordham University and a PhD in economics, with a specialization in applied econometrics and computational statistics, from Rutgers University.
There were no new compensatory arrangements or modifications to existing compensatory arrangements nor were there any grants or awards made to Mr. Zangari in connection with his appointment as the Company’s Global Head of Research and Product Development. Mr. Zangari will continue to be eligible to participate in the Company’s benefit plans available to all members of the Company’s Executive Committee, including the MSCI Inc. 2016 Omnibus Incentive Plan.
The selection of Mr. Zangari to serve as the Global Head of Research and Product Development was not made pursuant to any arrangement or understanding with respect to any other person. In addition, there are no family relationships between Mr. Zangari and any director or other executive officer of the Company and there are no related persons transactions (within the meaning of Item 404(a) of Regulation S-K) involving Mr. Zangari and the Company and/or its subsidiaries.
On February 2, 2017, the Company issued a press release announcing these appointments, a copy of which is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| Exhibit 99.1 | Press Release of MSCI Inc., dated February 2, 2017. |
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. | ||
| By: | /s/ Henry A. Fernandez | |
| Name: | Henry A. Fernandez | |
| Title: | CEO, President and Chairman | |
Date: February 2, 2017
EXHIBIT INDEX
| Exhibit No. |
Description | |
| Exhibit 99.1 | Press Release of MSCI Inc., dated February 2, 2017. |
Exhibit 99.1
Press Release
MSCI Makes Appointments to Drive Product and Service Innovation and Promote Growth
| • | Peter Zangari named Global Head of Research and Product Development |
| • | Jorge Mina named Head of Analytics |
| • | Remy Briand now full-time Head of ESG and Real Estate |
NEW YORK – February 2, 2017 – MSCI Inc. (NYSE: MSCI) today announced changes to its senior management team designed to drive product and service innovation and promote growth.
Peter Zangari, who has headed the Analytics product line since February 2015, has been named Global Head of Research and Product Development. In addition to setting the research agenda, Mr. Zangari will drive the integration of research into MSCI’s products and services to deliver innovative solutions to investment problems. Over the past two years, he has overseen a restructuring that unified the company’s Portfolio and Risk Management Analytics units, with dramatic improvements in product delivery and profitability. Prior to serving as Head of Analytics, Mr. Zangari served as Head of Equity Analytics from August 2011 until February 2015. He joined MSCI in 2011 from Goldman Sachs Asset Management, where he served as head of risk and a member of the leadership team for quantitative investment strategies.
Remy Briand, who in June 2016 was named Head of Environmental, Social and Governance (ESG) and Real Estate, in addition to his role as Head of Research, will now focus solely on his product line responsibilities. Mr. Briand has been the architect of the ESG product line since 2010 and built it into a clear global industry leader it is today. As Head of Research, he furthered the development of MSCI’s Equity Index franchise, with innovative methodologies such as the frontier markets indexes, and led the development of MSCI’s market leading factor indexes. Mr. Briand joined MSCI in 2001 from Credit Lyonnais Asset Management, where he was an equity portfolio manager and head of research.
Jorge Mina will succeed Mr. Zangari as Head of Analytics. Mr. Mina, who has been the Head of Analytics for the Americas, has a proven track record in building products and services that enable clients to differentiate their investment strategies and better manage their risks. Mr. Mina joined MSCI in 2010 following its acquisition of RiskMetrics and served as a Managing Director in Risk Management Analytics from 2010 to 2015. Prior to joining MSCI, Mr. Mina served in a variety of roles at RiskMetrics, including co-head of the Risk Business and Head of Research. He will join MSCI’s Executive Committee.
“I am excited by these changes within our senior team,” said Henry Fernandez, MSCI’s Chairman and Chief Executive Officer. “Together these appointments promise to usher in a new phase of growth by accelerating the problem solving and innovation that clients expect from MSCI.”
All three executives report to Baer Pettit, MSCI’s Chief Operating Officer.
About MSCI
For more than 45 years, MSCI’s research-based indexes and analytics have helped the world’s leading investors build and manage better portfolios. Clients rely on our offerings for deeper insights into the drivers of performance and risk in their portfolios, broad asset class coverage and innovative research. Our line of products and services includes indexes, analytical models, data, real estate benchmarks and ESG research.
MSCI serves 97 of the top 100 largest money managers, according to the most recent P&I ranking. For more information, visit us at www.msci.com.
Media Inquiries
| Americas: | Jennifer Compton jennifer@JandLcommunications.com | |
| EMEA: | MHP Communications MSCI@mhpc.com | |
| Asia Pacific: | Jenny Jia jenny.jia@msci.com | |
| Investor Relations | ||
| Stephen Davidson | + 1 212 981 1090 stephen.davidson@msci.com | |
Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or to future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” or the negative of these terms or other comparable terminology. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control and that could materially affect actual results, levels of activity, performance, or achievements.
Other factors that could materially affect actual results, levels of activity, performance or achievements can be found in MSCI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the Securities and Exchange Commission (“SEC”) on February 26, 2016, as amended, and in quarterly reports on Form 10-Q and current reports on Form 8-K filed with the SEC. If any of these risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary significantly from what MSCI projected. Any forward-looking statement in this press release reflects MSCI’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to MSCI’s operations, results of operations, growth strategy and liquidity. MSCI assumes no obligation to publicly update or revise these forward-looking statements for any reason, whether as a result of new information, future events, or otherwise, except as required by law.