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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 25, 2023

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.)

7 World Trade Center,

250 Greenwich Street, 49th Floor,

New York,

New York

10007

(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 class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			MSCI			New 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.

☐

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Item 5.07 Submission of Matters to a Vote of Security Holders.

MSCI Inc. (the “Company”) held its annual meeting of stockholders on April 25, 2023 (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 80,063,020 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

 

Director						For												Against												Abstain												Broker Non-Vote
Henry A. Fernandez									67,458,859												2,383,296												565,654												3,405,019
Robert G. Ashe									70,065,588												126,386												215,835												3,405,019
Wayne Edmunds									70,051,284												141,340												215,185												3,405,019
Catherine R. Kinney									68,734,127												1,459,048												214,634												3,405,019
Robin Matlock									70,043,467												149,214												215,128												3,405,019
Jacques P. Perold									70,070,257												122,318												215,234												3,405,019
C.D. Baer Pettit									69,660,373												533,774												213,662												3,405,019
Sandy C. Rattray									69,423,178												769,702												214,929												3,405,019
Linda H. Riefler									66,844,681												3,349,296												213,832												3,405,019
Marcus L. Smith									69,517,656												674,886												215,267												3,405,019
Rajat Taneja									70,099,695												92,558												215,556												3,405,019
Paula Volent									70,095,467												98,055												214,287												3,405,019

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.

 

For												Against												Abstain												Broker Non-Vote
			68,958,260												1,230,704												218,845												3,405,019

The foregoing Proposal 2 was approved.

(c)			Proposal 3 – Recommendation, by non-binding vote, on the frequency of advisory votes to approve the Company’s executive compensation.

 

1 Year									2 Years						3 Years						Abstain						Broker Non-Vote
			69,827,553						6,595						454,678						118,983						3,405,019

Based on the voting results of Proposal 3, the Company will hold future advisory votes to approve the Company’s executive compensation every year until the occurrence of the next required advisory vote on the frequency of future advisory votes to approve the Company’s executive compensation.

(d)			Proposal 4 – Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2023.

 

For												Against												Abstain
			73,234,762												369,119												208,947

The foregoing Proposal 4 was ratified.

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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 27, 2023			By:			/s/ Henry A. Fernandez
			Name:			Henry A. Fernandez
			Title:			Chairman and Chief Executive Officer