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): September 8, 2009
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)) |
Item 5.02(d). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective September 8, 2009, the Board of Directors of MSCI Inc. (the “Company”) appointed Catherine R. Kinney as a member of the Company’s Board of Directors. The Board of Directors determined that Ms. Kinney is independent in accordance with the director independence standards established under the Company’s
Corporate Governance Policies. Ms. Kinney has been appointed to the Nominating and Corporate Governance Committee.
As a member of the Board of Directors, Ms. Kinney will receive (i) a cash retainer under the Board's cash compensation policy (which she may, pursuant to the Company’s policies, 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. All directors are reimbursed for all reasonable out-of-pocket expenses incurred in attending meetings of the board of directors.
Item 9.01 Financial Statements and Exhibits.
|
(d) |
Exhibits. |
|
Exhibit No. |
|
Description |
|
|
Exhibit 99.1 |
|
Press release of MSCI Inc. dated September 10, 2009. |
SIGNATURE
Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MSCI Inc. | |||||
|
Date: September 10, 2009 |
By: |
/s/ Henry Fernandez |
|||
|
Name: |
Henry A. Fernandez |
||||
|
Title: |
Chief Executive Officer, President and Chairman |
||||
Exhibit 99.1
 |
www.mscibarra.com |
Catherine R. Kinney Joins MSCI Inc. Board of Directors
NEW YORK –September 10, 2009 – MSCI Inc. (NYSE: MXB), a leading global provider of investment decision support tools, including indices and portfolio risk and performance analytics, announced today that Catherine R. Kinney has joined the MSCI Inc. Board of Directors effective September 8,
2009. In addition, Ms. Kinney has joined the Nominating and Corporate Governance Committee of the Board of Directors.
Catherine Kinney retired from NYSE Euronext on March 26, 2009. She had served in Paris, France from July 2007 until 2009 and was responsible for overseeing the company’s global listing program, marketing and branding. From 2002 to 2008, Ms. Kinney was the President
and Co-Chief Operating Officer of the New York Stock Exchange Inc. and, following the Archipelago Exchange merger in 2006 and Euronext merger in 2007, the NYSE Group Inc. and NYSE Euronext, respectively. Ms. Kinney has held a variety of management positions at NYSE Euronext and its predecessor entities since joining the company in 1974, including client relationships from 1996-2007, trading floor operations and technology from 1987-1996 and regulation from 2002-2004.
“We are very pleased that Cathy has agreed to join the MSCI Board of Directors. Her long, successful career at the NYSE will bring additional business perspectives and knowledge to the MSCI management team that will help us to better serve our clients and increase shareholder value. We also believe that her experience will
continue to support our commitment to further strengthen our corporate governance initiatives,” said Henry Fernandez, Chairman and CEO of MSCI Inc.
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 include over 120,000 indices calculated daily across more than 70 countries, 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. MXB#IR
For further information on MSCI Inc. or our products please visit www.mscibarra.com.
MSCI Inc. contact:
|
Lisa Monaco, MSCI, New York |
+1.866.447.7874 |
|
For media enquiries please contact: |
|
|
Sally Todd | Clare Milton, Penrose Financial, London |
+44.20.7786.4888 |
|
Pen Pendleton | Patrick Clifford, Abernathy MacGregor, New York |
+1.212.371.5999 |
1 of 1