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): November 2, 2023
MSCI Inc.
(Exact name of Registrant as Specified in Its Charter)
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| Delaware | | 001-33812 | | 13-4038723 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 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:
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| 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 2, 2023, the Board of Directors (the “Board”) of MSCI Inc. (the “Company”) approved and adopted amendments (the “Amendments”) to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective as of November 2, 2023, to clarify and implement certain procedural and disclosure requirements for Company shareholders proposing director nominations for consideration at the Company’s annual or special meetings of shareholders in connection with the “universal proxy” rules adopted by the Securities and Exchange Commission pursuant to Rule 14a-19 of the Securities Exchange Act of 1934, as amended. The Amendments also include other technical, conforming, clarifying and modernizing revisions to the Bylaws.
Among other revisions, the Amendments to the Bylaws:
•Clarify certain procedural requirements with respect to director nominations by shareholders related to the delivery of notices and the number of nominees that shareholders may nominate for election;
•Enhance the disclosure requirements for director nominations by shareholders to include (a) additional information regarding the shareholder making the director nomination(s), the director nominee(s), and their affiliates and (b) a requirement that the information is updated and supplemented to be accurate and timely;
•Require that any shareholder making director nominations pursuant to Rule 14a-19 include a representation that such shareholder intends to solicit the holders of shares of the Company’s common stock representing at least 67% of the voting power of the shares entitled to vote on the election of directors and provide reasonable evidence of compliance with Rule 14a-19 upon request;
•Require any shareholder soliciting proxies from other shareholders to use a proxy card color other than white, with white proxy cards being reserved for exclusive use by the Board;
•Limit the number of nominees a shareholder may nominate to the number of directors to be elected at the meeting; and
•Remove the limit on the maximum number of directors on the Board.
The foregoing description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the Bylaws, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. | Description |
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| Exhibit 104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL). |
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.
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| MSCI Inc. |
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| Date: November 6, 2023 | By: | /s/ Henry A. Fernandez |
| Name: | Henry A. Fernandez |
| Title: | Chairman and Chief Executive Officer |
