Current Report Filing (8-k)
15 Dezembro 2016 - 8:07PM
Edgar (US Regulatory)
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): December 9, 2016
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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7 World Trade Center, 250 Greenwich St., 49th Floor, New York, NY 10007
(Address of principal executive offices) (Zip Code)
(212)
804-3900
(Registrants 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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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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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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
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On December 9, 2016, the Compensation Committee (the Committee) of the Board of Directors of MSCI Inc. (the
Company) approved the grant of special
one-time
restricted stock unit (RSU) awards under the MSCI Inc. 2016 Omnibus Incentive Plan to two executive officers: Laurent Seyer (Chief Client
Officer) and Diana Tidd (Head of Index). The special RSU awards are intended to provide retention incentives to Mr. Seyer and Ms. Tidd and were granted in recognition of (i) Mr. Seyers expanded role now leading both the
client coverage and marketing functions of the Company and (ii) Ms. Tidds contribution to and leadership of the Companys Index segment, the Companys largest business segment. The special RSU awards are separate and
distinct from any other compensation, including equity compensation, that may be paid or awarded in connection with the Companys ordinary annual compensation process.
The special RSU awards will be granted to Mr. Seyer and Ms. Tidd on December 16, 2016 (grant date) and will have a
grant date fair value of $2,000,000 and $1,000,000, respectively. The number of shares of the Companys common stock, par value $0.01 per share (each, a Share), underlying the special RSU awards will be calculated by dividing the
grant date fair value by the closing price of a Share on the trading day prior to the grant date.
The special RSU awards will vest 100%
on the third anniversary of the grant date, subject generally to (i) the executives continued employment with the Company and (ii) the Companys satisfaction of an adjusted EBITDA goal during fiscal year 2017 (which should
enable the Company to meet 162(m) tax deductibility requirements) (the adjusted EBITDA goal).
Upon termination of the
executives employment by the Company without cause or due to his or her death, disability or governmental service termination (as such terms are defined in the applicable special RSU award agreement), the
special RSU award will vest and convert to Shares, in each case, contingent upon the satisfaction of the adjusted EBITDA goal. The special RSU award will be forfeited if the executive voluntarily resigns his or her employment for any
reason.
Upon a qualifying termination of employment within 24 months after a change in control of the Company (as
such terms are defined in the applicable form of special RSU award agreement), the special RSUs will fully vest and the adjusted EBITDA goal will be deemed satisfied.
The special RSU awards contain post-employment restrictions against competition, the solicitation of clients and employees of the Company and
the use or disclosure of confidential information by a departing executive officer. In addition, the special RSU awards are also subject to the Companys Compensation Clawback Policy, which provides that the Committee may recoup incentive-based
compensation if it determines that certain financial results or operating metrics were achieved as a result of willful misconduct, intentional fraudulent or illegal conduct, or with that executive officers knowledge of such conduct by another
person.
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.
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MSCI INC.
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By:
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/s/ Henry A. Fernandez
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Name: Henry A. Fernandez
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Title: Chairman, Chief Executive Officer and President
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Date: December 15, 2016
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