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 11, 2008

 

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.)

 

88 Pine Street, New York, NY 10005		10005
(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))

 

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Appointment

 

On February 11, 2008, the Board of Directors of MSCI Inc. (the “Company”) appointed Benjamin F. duPont as a member of the Company’s Board of Directors, effective February 11, 2008.  The Board of Directors determined that Mr. duPont is independent in accordance with the director independence standards established under the Company’s Corporate Governance Policies.  In connection with Mr. duPont’s election, the Board of Directors increased its size to eight.  Mr. duPont has been appointed to the Audit Committee.

As a member of the Board of Directors, Mr. duPont 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.

Resignation

On February 12, 2008, Mr. Jerker M. Johansson notified the Company of his resignation from the Board of Directors, effective February 12, 2008.

Exhibit No.		Description
Exhibit 99.1		Press release of MSCI Inc. dated February 11, 2008.