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 21,
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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Wall
Street Plaza, 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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Appointment
On
February 21, 2008, the Board of Directors of MSCI Inc. (the “Company”) appointed
Robert W. Scully as a member of the Company’s Board of Directors, effective
March 10, 2008. Mr. Scully has not been appointed to any of the
Company’s committees.
On
February 21, 2008, the Board of Directors of the Company also appointed Rodolphe
M. Vallee as a member of the Company’s Board of Directors, effective March 10,
2008. The Board of Directors determined that Mr. Vallee is
independent in accordance with the director independence standards established
under the Company’s Corporate Governance Policies. In connection with
Mr. Vallee’s election, the Board of Directors increased its size to
nine. Mr. Vallee has been appointed to the Audit Committee, effective
March 10, 2008.
As
a
member of the Board of Directors, Mr. Vallee 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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(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 February 27,
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.
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MSCI
Inc.
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(Registrant)
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Date:
February 27, 2008
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By:
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/s/ Henry Fernandez | |
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Name:
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Henry Fernandez | |
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Title:
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Chief
Executive Officer, President
and Director
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Exhibit
99.1
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www.mscibarra.com
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Robert
W.
Scully and Rodolphe M. Vallee Join MSCI Inc. Board of
Directors
New
York –
February 27, 2008– MSCI Inc. (NYSE: MXB), a leading provider of
investment decision support tools, including indices and portfolio risk and
performance analytics, announced today that Robert W. Scully and
Rodolphe “Skip” Vallee will join the MSCI Inc. Board of Directors effective
March 10, 2008. In addition, Mr. Vallee will join the Audit Committee
of the Board of Directors.
Mr.
Scully is a member of the Office of the Chairman for Morgan
Stanley. Previously, Mr. Scully served as Co-President of Morgan
Stanley with responsibility for the Asset Management and Private Equity
businesses. Prior to that, he served as Chairman of Global Capital
Markets and Vice Chairman of Investment Banking.
Mr.
Vallee is the Chairman, CEO and owner of R. L. Vallee, Inc., an energy
distribution company. He has held this position from 2007 to present
and from 1992 to 2005. From 2005 to 2007, Mr. Vallee was the United
States Ambassador to the Slovak Republic.
Henry
Fernandez,
Chairman and CEO of MSCI Inc., said, “The addition of Bob Scully and Skip Vallee
to the MSCI Board of Directors will help to broaden the perspective of the
Board, which will help the MSCI management team to better serve the needs
of our
clients. We are very pleased that Bob and Skip have agreed to join
the MSCI Board of Directors.”
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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