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): December 14,
2009
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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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(d). Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Effective
December 14, 2009, the Board of Directors of MSCI Inc. (the “Company”) appointed
Alice W. Handy and George W. Siguler as members of the Company’s Board of
Directors. The Board of Directors determined that each of Ms. Handy
and Mr. Siguler is independent in accordance with the director independence
standards established under the Company’s Corporate Governance
Policies.
As a
member of the Board of Directors, each of Ms. Handy and Mr. Siguler will receive
(i) a cash retainer under the Board's cash compensation policy (which he or 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.
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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 December 16, 2009.
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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.
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MSCI Inc.
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Date: December 16,
2009
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By:
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/s/ Henry A. Fernandez | |
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Name:
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Henry A.
Fernandez
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Title:
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Chief Executive Officer, President
and Chairman
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Exhibit
99.1
MSCI Inc. Appoints
Two New Directors to its Board
NEW YORK – December 16,
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 Mr. George W. Siguler and Ms. Alice W. Handy have joined
the MSCI Inc. Board of Directors, effective December 14, 2009.
Mr. Siguler
co-founded Siguler Guff & Company (“Siguler Guff”), a private equity
investment organization headquartered in New York with over $8 billion of assets
under management. Prior to forming Siguler Guff, Mr. Siguler was a
Managing Director of Mitchell Hutchins Asset Management, the investment arm of
Paine Webber. From 1983-1984, Mr. Siguler served as the Chief of
Staff of the U.S. Department of Health and Human Services for President
Reagan. Mr. Siguler was also a founder of the Harvard Management
Company, the investment subsidiary of Harvard University, and served as the
Associate Treasurer of the University. Mr. Siguler is currently an
Overseer of the Hoover Institution at Stanford University, a member of the Rand
Corporation’s Center for Asia Pacific Policy and its Russian Business Leaders
Forum. He is also a trustee of the Emerging Market Private Equity
Association and a member of the Pacific Pension Institute and the Russell 20-20
Group.
Ms. Handy is the
founder and Chief Executive Officer of Investure, an outsourced investment
office for a small group of colleges and foundations. Prior to
forming Investure, Ms. Handy was the President of the University of Virginia
Investment Management Company. Beginning in 1974 and except for
the period from November 1988 to January 1990, during which time Ms. Handy
served as the State Treasurer of Virginia, she was actively involved in the
investment of the endowment and operating funds of the University of Virginia
and served over the years as Investment Officer, Assistant Vice President and
Treasurer. Ms. Handy is currently the chair of the board of the
Thomas Jefferson Foundation (Monticello) and serves on the board of the Bessemer
Securities Corporation.
“We are very
pleased that George and Alice have agreed to join our Board. George
has extensive experience and a distinguished record of success in the investment
management industry, both in public securities and in private
equity. George also brings to our Board his experience and insight
into opportunities in emerging markets. Alice has had a long and
successful career in advising and investing for endowments across all asset
classes and a wide variety of asset managers. The addition of George
and Alice demonstrates our commitment to a strong, independent and experienced
Board to guide the strategic direction of MSCI and to support and counsel the
management team in executing its ambitious growth plans,” said Henry Fernandez,
Chairman and CEO of 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 59 equity and 48 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.
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MSCI
Inc. Contact:
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Lisa Monaco,
MSCI, New York
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+1.866.447.7874
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| Edings Thibault, MSCI, New York |
+1.866.447.7874
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For
media enquiries please contact:
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Sally Todd |
Clare Milton, Penrose Financial, London
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+44.20.7786.4888
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Pen Pendleton
| Patrick Clifford, Abernathy MacGregor, New York
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+1.212.371.5999
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