Current Report Filing (8-k)
19 Março 2018 - 6:14PM
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): March 19, 2018
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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☐
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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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☐
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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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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. ☐
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 March 13, 2018, Mr. Rodolphe M. Vallee informed MSCI Inc. (MSCI or the Company) of his decision to not stand for
re-election
at the 2018 annual shareholders meeting (the 2018 Annual Meeting) due to personal reasons and will retire from the Board of Directors of MSCI (the Board) at the 2018 Annual
Meeting. There are no disagreements with MSCIs management or the Board related to MSCIs operations, policies or practices to be reported in connection with Mr. Vallees retirement.
In compliance with MSCIs director retirement policy, Mr. Patrick Tierney informed MSCI on March 13, 2018 of his decision to not stand for
re-election
at the 2018 Annual Meeting and will retire from the Board effective May 1, 2018. There are no disagreements with MSCIs management or the Board related to MSCIs operations, policies or
practices to be reported in connection with Mr. Tierneys retirement.
Mr. Vallee has served as MSCIs Lead Director since 2010, a
role that will be assumed by Mr. Robert G. Ashe, effective April 30, 2018. Mr. Vallee is also currently the Chair of the Audit Committee of the Board, and Mr. Tierney is a member of the Compensation and Talent Management
Committee of the Board. The successors to Messrs. Vallee and Tierney in their respective committee roles have been selected from the current Board members and will be disclosed in the Companys 2018 annual proxy statement.
Concurrent with Messrs. Vallees and Tierneys retirement, the Board will be reduced from 13 directors to 11 directors.
A copy of the press release announcing Messrs. Vallees and Tierneys retirements and Mr. Ashes appointment is attached hereto as Exhibit
99.1.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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 and Chief Executive Officer
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Date: March 19, 2018
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