8-K

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

EX-99.1

Exhibit 99.1

  PRESS RELEASE

Alvise Munari Promoted to Global Head of Client Coverage as Laurent Seyer Retires

Baer Pettit, President, to Reassume Additional Title of Chief Operating Officer

New York, NY – October 31, 2019 – MSCI Inc. (NYSE: MSCI), a leading provider of critical decision support tools and services for the global investment community, announced today that Alvise Munari, MSCI’s Head of Client Coverage - Europe, Middle East and Africa (EMEA), has been promoted to the role of Global Head of Client Coverage, effective January 2, 2020, reporting directly to C.D. Baer Pettit, President. In this role, he will assume the responsibility of overseeing MSCI’s sales, client relationship management and client service teams globally as Laurent Seyer, Chief Operating Officer and Chief Client Officer, retires to pursue outside interests. Mr. Seyer will remain with the Company as a Managing Director for a transition period until February 17, 2020. Effective January 2, 2020, Mr. Pettit will reassume the title of Chief Operating Officer.

“With his deep knowledge of our client base and his strategic vision for delivering superior client service, Alvise will enhance our global client relationships and form new ones as we look to expand to new client segments and geographies,” said Henry A. Fernandez, MSCI’s Chairman and Chief Executive Officer. “The title of Chief Operating Officer will revert back to Baer and his responsibilities will remain unchanged. I look forward to our continued partnership to drive our growth strategy.”

“I would like to thank Laurent for his leadership and dedication to MSCI and our clients over the years. Laurent led the transformation of our global client coverage organization through a relentless focus on scale, quality, productivity, efficiency and innovation. What’s more, he has been a consummate team player and inspirational leader who has earned the respect of his colleagues. On behalf of MSCI, I wish Laurent the best in his future endeavors,” added Mr. Fernandez.

“It has been a privilege working with my fellow Executive Committee members and global client coverage team to help build strong client relationships around the world. I remain excited about the opportunities that lie ahead for MSCI and have great confidence in Alvise’s ability to position the client coverage team for such opportunities,” said Mr. Seyer.

“Laurent has been an invigorating and stabilizing force at MSCI, having taken our client coverage organization to new heights, and I wish him every success for the future,” said Mr. Pettit. “Laurent is leaving our global client coverage team in great hands with Alvise, who has already transformed our EMEA sales and client service programs, while also serving as a strong advocate for our business on our Executive Committee. I know that Alvise will continue to build our global client coverage organization to keep MSCI focused on powering better investment decisions made by our clients.”

Mr. Pettit has served as MSCI’s President since October 2017. As President and Chief Operating Officer, he will continue to report to Mr. Fernandez, oversee MSCI’s business functions, including client coverage, marketing, product management, research and product development, technology and operations and serve as a member of MSCI’s Executive Committee. 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 MSCI, 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.

Mr. Munari has served as the Head of Client Coverage - Europe, Middle East and Africa (EMEA) since 2015. As Global Head of Client Coverage, he will report to Mr. Pettitand continue to serve as a member of MSCI’s Executive Committee. Prior to joining MSCI, he served as the Global Head of Equity Derivatives Sales and Financial Engineering at Morgan Stanley from 2010 to 2014, and held various senior positions at Merrill Lynch from 2005 to 2010 and Goldman Sachs from 1999 to 2005. Mr. Munari holds an MSc and DPhil in mathematics from Oxford University and an undergraduate degree in economics and mathematics from the London School of Economics.

-Ends-

About MSCI Inc.

MSCI is a leading provider of critical decision support tools and services for the global investment community. With over 45 years of expertise in research, data and technology, we power better investment decisions by enabling clients to understand and analyze key drivers of risk and return and confidently build more effective portfolios. We create industry-leading research-enhanced solutions that clients use to gain insight into and improve transparency across the investment process. To learn more, please visit www.msci.com. MSCI#IR

Investor Inquiries
salliyn.schwartz@msci.com
Salli Schwartz	+1 212 804 5306
Media Inquiries
PR@msci.com
Sam Wang	+1 212 804 5244
Melanie Blanco	+1 212 981 1049
Laura Hudson	+44 20 7336 9653
Rachel Lai	+852 2844 9315
MSCI Global Client Service
EMEA Client Service	+ 44 20 7618.2222
Americas Client Service	+1 888 588 4567 (toll free)
Asia Pacific Client Service	+ 852 2844 9333

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to future events or to future financial performance and involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” or the negative of these terms or other comparable terminology. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond MSCI’s control and that could materially affect actual results, levels of activity, performance or achievements.

Other factors that could materially affect actual results, levels of activity, performance or achievements can be found in MSCI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the Securities and Exchange Commission (“SEC”) on February 22, 2019 and in quarterly reports on Form 10-Q and current reports on Form 8-K filed or furnished with the SEC. If any of these risks or uncertainties materialize, or if MSCI’s underlying assumptions prove to be incorrect, actual results may vary significantly from what MSCI projected. Any forward-looking statement in this press release reflects MSCI’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to MSCI’s operations, results of operations, growth strategy and liquidity. MSCI assumes no obligation to publicly update or revise these forward-looking statements for any reason, whether as a result of new information, future events, or otherwise, except as required by law.

XML

Document and Entity Information	Oct. 25, 2019
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 25, 2019
Entity Registrant Name	MSCI Inc.
Entity Central Index Key	0001408198
Entity Emerging Growth Company	false
Entity File Number	001-33812
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-4038723
Entity Address, Address Line One	7 World Trade Center
Entity Address, Address Line Two	250 Greenwich St., 49th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10007
City Area Code	212
Local Phone Number	804-3900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of each class	Common Stock, par value $0.01 per share
Trading Symbol	MSCI
Name of each exchange on which registered	NYSE