false 0001408198 0001408198 2019-10-25 2019-10-25

 

 

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): October 25, 2019

 

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 St., 49th Floor, New York, NY 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 Instructions 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. 

 

 


 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 25, 2019, Laurent Seyer, the Chief Operating Officer and Chief Client Officer of MSCI Inc. (the “Company”), notified the Company of his intention to retire to pursue outside interests. Effective January 2, 2020 (the “Effective Date”), C.D. Baer Pettit, the Company’s President, will also serve as the Company’s Chief Operating Officer, and Alvise Munari, the Company’s Head of Client Coverage - EMEA, will serve as the Company’s Global Head of Client Coverage. As President and Chief Operating Officer, Mr. Pettit will continue to oversee the Company’s business functions, including client coverage, marketing, product management, research and product development, technology and operations. As Global Head of Client Coverage, Mr. Munari will oversee the Company’s sales, client relationship management, and client service teams globally and will report to Mr. Pettit. Each of Messrs. Pettit and Munari will continue to serve on the Company’s Executive Committee. Following the Effective Date, Mr. Seyer will remain with the Company as a Managing Director for a transition period until February 17, 2020 to assist with the orderly transition of his responsibilities.

Mr. Pettit, age 55, has served as the Company’s President since October 2017. He previously served as Chief Operating Officer from 2015 to 2017, Head of the Product Group from February 2015 to September 2015, Head of Index Products from 2011 to 2015, Head of Marketing from 2005 to 2012 and Head of Client Coverage from 2001 to 2012. Prior to joining the Company, Mr. Pettit worked for Bloomberg L.P. from 1992 to 1999. Mr. Pettit holds a Master of Arts degree in history from Cambridge University and a Master of Science degree from the School of Foreign Service at Georgetown University.

The selection of Mr. Pettit to serve as the Company’s Chief Operating Officer was not made pursuant to any arrangement or understanding with respect to any other person. In addition, there are no family relationships between Mr. Pettit and any director or other executive officer of the Company and there are no related persons transactions (within the meaning of Item 404(a) of Regulation S-K) involving Mr. Pettit and the Company and/or its subsidiaries.

There were no new compensatory arrangements or modifications to existing compensatory arrangements entered into with Mr. Pettit in connection with his appointment as the Company’s Chief Operating Officer. He will continue to be eligible to participate in the Company’s benefit plans available to all members of the Company’s Executive Committee, including the MSCI Inc. 2016 Omnibus Incentive Plan.

Item 7.01

Regulation FD Disclosure.

The press release announcing the matters described in Item 5.02 above is attached to this Current Report on Form 8-K as Exhibit 99.1.

The information furnished under Item 7.01 of this Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

 

Description

Exhibit 99.1

 

Press Release of the Registrant, dated October 31, 2019.

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.

 

 

MSCI Inc.

 

 

 

 

Date: October 31, 2019

By:

/s/ Henry A. Fernandez

 

Name:

Henry A. Fernandez

 

Title:

Chairman and Chief Executive Officer

 

 

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