| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 06/01/2010 |
3. Issuer Name and Ticker or Trading Symbol
MSCI Inc. [ MXB ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 0 | D | |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| Remarks: |
| /s/ David M. Obstler | 06/03/2010 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit
24
POWER
OF ATTORNEY
Know all by these presents, that the
undersigned hereby constitutes and appoints each of Cecilia Aza and Frederick W.
Bogdan as the undersigned’s true and lawful attorneys-in-fact to:
(1) execute
for and on behalf of the undersigned, in the undersigned’s capacity as a
reporting person pursuant to Section 16 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and the rules thereunder of MSCI Inc. (the
“Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Exchange
Act;
(2) do
and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Form 3, 4 or 5 and
timely file any such form with the United States Securities and Exchange
Commission, the New York Stock Exchange or similar authority; and
(3) take
any other action of any type whatsoever in connection with the foregoing which,
in the opinion of any of such attorneys-in-fact, may be of benefit to, in the
best interest of, or legally required by, the undersigned, it being understood
that the documents executed by any of such attorneys-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as any of such attorneys-in-fact may approve
in the discretion of any of such attorneys-in-fact.
The undersigned hereby grants to each
such attorney-in-fact full power and authority to act separately and to do and
perform any and every act and thing whatsoever requisite, necessary, or proper
to be done in the exercise of any of the rights and powers herein granted, as
fully to all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that any of such attorneys-in-fact, or the
substitute or substitutes of any of such attorneys-in-fact, shall lawfully do or
cause to be done by virtue of this Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned’s responsibilities to comply with Section 16 of the Exchange
Act. For the avoidance of doubt, whenever two or more powers of
attorney granting the powers specified herein are valid, the agents appointed on
each shall act separately unless otherwise specified.
This Power of Attorney shall remain in
full force and effect until the undersigned is no longer required to file Forms
3, 4 and 5 with respect to the
undersigned’s
holdings of and transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
This Power of Attorney shall not revoke
any powers of attorney previously executed by the undersigned, unless otherwise
specified herein. This Power of Attorney shall not be revoked by any subsequent
power of attorney that the undersigned may execute, unless such subsequent power
of attorney specifically provides that it revokes this power of attorney by
referring to the date of the undersigned’s execution of this Power of
Attorney.
The
statutory disclosures entitled “CAUTION TO THE PRINCIPAL” and “IMPORTANT
INFORMATION FOR THE AGENT” are included below solely for the purpose of ensuring
compliance with Section 5-1501B of the New York General Obligations Law
governing the execution of a power of attorney by an individual, if applicable,
and, except for ensuring the validity of this power of attorney, shall not form
part of, or in any way affect the interpretation of, this Power of
Attorney.
CAUTION TO THE
PRINCIPAL: Your Power of Attorney is an important
document. As the “principal,” you give the person whom you choose
(your “agent”) authority to spend your money and sell or dispose of your
property during your lifetime without telling you. You do not lose
your authority to act even though you have given your agent similar
authority.
When your
agent exercises this authority, he or she must act according to any instructions
you have provided or, where there are no specific instructions, in your best
interest. “Important Information for the Agent” at the end of this
document describes your agent’s responsibilities.
Your
agent can act on your behalf only after signing the Power of Attorney before a
notary public.
You can
request information from your agent at any time. If you are revoking
a prior Power of Attorney by executing this Power of Attorney, you should
provide written notice of the revocation to your prior agent(s) and to the
financial institutions where your accounts are located.
You can
revoke or terminate your Power of Attorney at any time for any reason as long as
you are of sound mind. If you are no longer of sound mind, a court
can remove an agent for acting improperly.
Your
agent cannot make health care decisions for you. You may execute a
“Health Care Proxy” to do this.
The law
governing Powers of Attorney is contained in the New York General Obligations
Law, Article 5, Title 15. This law is available at a law library, or
online through the New York State Senate or Assembly websites,
www.senate.state.ny.us or www.assembly.state.ny.us.
2
If there
is anything about this document that you do not understand, you should ask a
lawyer of your own choosing to explain it to you.
IN WITNESS WHEREOF, the
undersigned principal has executed this Power of Attorney on the date indicated
below his or her name.
[remainder of page left
blank]
3
|
Signed
and Acknowledged:
|
|||
| /s/ David M. Obstler |
May
28, 2010
|
||
|
Name: David
M. Obstler
|
|||
|
STATE
OF NEW YORK
|
)
)
ss.:
)
|
|||
|
COUNTY
OF NEW YORK
|
||||
|
On
the 28th
day of May in the year 2010 before me, the undersigned, a Notary Public in
and for said State, personally appeared David M. Obstler, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual
whose name is subscribed to the within instrument and acknowledged to me
that he executed the same in his capacity, and that by his signature on
the instrument, the individual, or the person upon behalf of which the
individual acted, executed the
instrument.
|
||||
| /s/ R. Travis Otten |
|
Notary
Public
|
|
R.
Travis Otten
Notary
Public – State of New York
No.
01OT6201330
Qualified
in New York County
My
Commission Expires February 17,
2013
|
4
IMPORTANT INFORMATION FOR THE
AGENT: When you accept the authority granted under this Power
of Attorney, a special legal relationship is created between you and the
principal. This relationship imposes on you legal responsibilities
that continue until you resign or the Power of Attorney is terminated or
revoked. You must:
|
(1)
|
act
according to any instructions from the principal, or, where there are no
instructions, in the principal’s best
interest;
|
|
(2)
|
avoid
conflicts that would impair your ability to act in the principal’s best
interest;
|
|
(3)
|
keep
the principal’s property separate and distinct from any assets you own or
control, unless otherwise permitted by
law;
|
|
(4)
|
keep
a record or all receipts, payments, and transactions conducted for the
principal; and
|
|
(5)
|
disclose
your identity as an agent whenever you act for the principal by writing or
printing the principal’s name and signing your own name as “agent” in
either of the following manner: (Principal’s Name) by (Your Signature) as
Agent, or (your signature) as Agent for (Principal’s
Name).
|
You may
not use the principal’s assets to benefit yourself or give major gifts to
yourself or anyone else unless the principal has specifically granted you that
authority in this Power of Attorney or in a Statutory Major Gifts Rider attached
to this Power of Attorney. If you have that authority, you must act
according to any instructions of the principal or, where there are no such
instructions, in the principal’s best interest. You may resign by
giving written notice to the principal and to any co-agent, successor agent,
monitor if one has been named in this document, or the principal’s guardian if
one has been appointed. If there is anything about this document or
your responsibilities that you do not understand, you should seek legal
advice.
Liability
of agent:
The
meaning of the authority given to you is defined in New York’s General
Obligations Law, Article 5, Title 15. If it is found that you have
violated the law or acted outside the authority granted to you in the Power of
Attorney, you may be liable under the law for your violation.
IN WITNESS WHEREOF, each of
the undersigned agents does hereby accept his or her appointment as
attorney-in-fact as of the date indicated below his or her name.
[remainder
of page left blank]
5
|
Signed
and Acknowledged:
|
|||
| /s/ Cecilia Aza |
May
28, 2010
|
||
|
Cecilia
Aza, Agent and Attorney
|
|
||
|
STATE
OF NEW YORK
|
)
)ss.:
)
|
|||
|
COUNTY
OF NEW YORK
|
||||
|
On
the 28th
day of May in the year 2010 before me, the undersigned, a Notary Public in
and for said State, personally appeared Cecilia
Aza, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that she executed the same in her
capacity, and that by her signature on the instrument, the individual, or
the person upon behalf of which the individual acted, executed the
instrument.
|
||||
| /s/ Sabuwrat Kennedy |
|
Notary
Public
|
|
Sabuwrat
Kennedy
Notary
Public – State of New York
No.
01KE6213407
Qualified
in Richmond County
My
Commission Expires November 9,
2013
|
6
|
Signed
and Acknowledged:
|
|||
| /s/ Frederick W. Bogdan |
May
28, 2010
|
||
|
Frederick W.
Bogdan,
Agent and Attorney
|
|
||
|
STATE
OF NEW YORK
|
)
)ss.:
)
|
|||
|
COUNTY
OF NEW YORK
|
||||
|
On
the 28th
day of May in the year 2010 before me, the undersigned, a Notary
Public in and for said State, personally appeared Frederick W. Bogdan,
personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or
the person upon behalf of which the individual acted, executed the
instrument.
|
||||
| /s/ Sabuwrat Kennedy |
|
Notary
Public
|
|
Sabuwrat
Kennedy
Notary
Public – State of New York
No.
01KE6213407
Qualified
in Richmond County
My
Commission Expires November 9,
2013
|
7