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): February 23, 2025
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 23, 2025, Mr. Wayne Edmunds informed MSCI Inc. (“MSCI” or the “Company”) of his decision to retire from the Board of Directors (the “Board”) of the Company and not stand for re-election at the Company’s 2025 Annual Meeting of Shareholders.
Mr. Edmunds has been a member of the Board since 2015, and currently serves on the Audit and Risk Committee of the Board and the Compensation, Talent and Culture Committee of the Board. His decision to retire is not due to any disagreement with MSCI’s management or the Board regarding the Company’s operations, policies or practices.
In connection with Mr. Edmunds’ retirement at the 2025 Annual Meeting of Shareholders, the Board intends to reduce its size from thirteen to twelve members.
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: February 25, 2025 | By: | /s/ Henry A. Fernandez |
| Name: | Henry A. Fernandez |
| Title: | Chairman and Chief Executive Officer |
