0000950103-12-006087.txt : 20121113 0000950103-12-006087.hdr.sgml : 20121112 20121113173512 ACCESSION NUMBER: 0000950103-12-006087 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121105 FILED AS OF DATE: 20121113 DATE AS OF CHANGE: 20121113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zangari Peter J. CENTRAL INDEX KEY: 0001560708 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33812 FILM NUMBER: 121200085 MAIL ADDRESS: STREET 1: MSCI INC., 7 WORLD TRADE CENTER STREET 2: 250 GREENWICH STREET, 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MSCI Inc. CENTRAL INDEX KEY: 0001408198 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 134038723 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7 WORLD TRADE CENTER STREET 2: 250 GREENWICH STREET, 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 BUSINESS PHONE: 212-804-3990 MAIL ADDRESS: STREET 1: 7 WORLD TRADE CENTER STREET 2: 250 GREENWICH STREET, 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 3 1 edgar.xml PRIMARY DOCUMENT X0206 3 2012-11-05 0 0001408198 MSCI Inc. MSCI 0001560708 Zangari Peter J. MSCI INC., 7 WORLD TRADE CENTER 250 GREENWICH STREET, 49TH FLOOR NEW YORK NY 10007 0 1 0 0 Head Portfolio Mgmt Analytics Common Stock 22680 D Includes (i) 9,466 shares of common stock, (ii) 6,063 restricted stock units (RSUs) vesting and converting to shares of common stock at rates of approximately 76% and 24% on December 15, 2012 and 2013, respectively, (iii) 4,767 RSUs vesting and converting to shares of common stock at a rate of 33 1/3% on the first, second and third anniversaries of February 2, 2012 and (iv) 2,384 performance stock units (PSUs) representing the minimum payout related to the grant of 4,767 PSUs subject to time- and performance-vesting. The PSUs time-vest at a rate of 50% on each of December 31, 2013 and 2014 and performance-vest (within a range of 50% and 150%) based on the achievement of certain cumulative performance metrics for the 2012 and 2013 fiscal years. The first tranche of PSUs generally converts to shares of common stock no earlier than January 1 and no later than March 15, 2014 and the second tranche of PSUs generally converts to shares of common stock no earlier than January 1[cont FN2] [cont from FN1] and no later than March 15, 2015. Each RSU and PSU represents a contingent right to receive one share of common stock. /s/ Cecilia Aza, attorney-in-fact 2012-11-13 EX-24 2 dp34196_ex24.htm POWER OF ATTORNEY
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Frederick Bogdan, Robert Gutowski and Cecilia Aza, and each of them, his true and lawful attorney-in-fact to:


 
1.
prepare and execute for and on behalf of the undersigned, in the  undersigned's capacity as an officer and/or director of MSCI Inc. (the "Company"), any and all Forms 3, 4 and 5 required to be filed by the undersigned in accordance with Section 16 of the Securities Exchange Act of 1934 and the rules thereunder;

 
2.
prepare and execute for and on behalf of the undersigned, in the  undersigned's capacity as an officer and/or director of the Company, any Form 144 Notice under the Securities Act of 1933, as amended;

 
3.
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, 5 or 144 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 
4.
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.


The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended, or Section 5 of the Securities Act of 1933, as amended, or Rule 144 promulgated under such Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5 and 144 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of November, 2012.


/s/ Peter J. Zangari
Peter J. Zangari