msci-20240423
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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
001-3381213-4038723
(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 York10007
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareMSCINew 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
 
DirectorForAgainstAbstainBroker 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 Volent67,665,251 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.
 
ForAgainstAbstainBroker Non-Vote
65,745,5301,828,172295,9843,813,520

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.
 
ForAgainstAbstain
71,059,058462,637161,511

The foregoing Proposal 3 was ratified.

(d)
Proposal 4 – Shareholder proposal to report on “Chinese Military-Industry Companies” in Company indices.
 
ForAgainstAbstainBroker Non-Vote
300,20066,608,218961,2683,813,520

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