MSCI Inc. 10-Q

Item 5. Other Information On October 21, 2022, MSCI Inc., its subsidiary MSCI Limited (together with MSCI Inc., “MSCI”) and BlackRock Fund Advisors (the “Licensee”), entered into an Index License Agreement for Exchange Trade Funds (the “Index License Agreement”) which terminates and replaces (i) the Index License Agreement for Funds by and between MSCI Inc. and the Licensee, dated as of March 18, 2000, as amended (the “U.S. ETF Agreement”), (ii) the Index License Agreement for Funds by and between MSCI Inc. and BlackRock Institutional Trust Company, N.A., dated as of May 18, 2001, as amended (the “Non-U.S. ETF Agreement”) and (iii) all 45 Table of Contents prior related schedules, exhibits, addenda, amendments and other attachments or modifications to each of the U.S. ETF Agreement and the Non-U.S. ETF Agreement. The Index License Agreement consolidates the U.S. ETF Agreement and the Non-U.S. ETF Agreement, incorporates current license fee models and other commercial terms and updates customary payment and reporting terms and conditions. The impact of the changes embodied in the Index License Agreement on the operating revenues of the Company attributable to BlackRock, if any, is expected to be insignificant. The Index License Agreement is effective as of October 1, 2022 until March 31, 2030 and, thereafter, is subject to auto-renewal for successive three-year periods unless MSCI or the Licensee provides written notice of termination prior to the end of the then-current term. Pursuant to the Index License Agreement, MSCI will continue to license to the Licensee the right to use certain MSCI indexes as the basis of exchange traded funds (each, a “Fund” and together, the “Funds”), and the Licensee will continue to pay MSCI periodic license fees calculated based on the amount of assets under management for the particular Fund during the relevant license period. On August 12, 2022, BlackRock filed a Form 13F-HR with the SEC disclosing that it exercises investment discretion over 6,555,290 shares of the Company’s common stock, par value $0.01 (“Common Stock”) as of June 30, 2022, or 8.1% of the Company’s outstanding Common Stock based on the total number of shares of Common Stock as of June 30, 2022. The foregoing description of the Index License Agreement does not purport to be complete and is qualified in its entirety by reference to the Index License Agreement, which is attached to this Quarterly Report on Form 10-Q as Exhibit 10.1 and incorporated herein by reference. 46 Table of Contents Item 6. Exhibits EXHIBIT INDEX Exhibit Number Description 3.1 Third Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Company’s Form 10-Q (File No. 001-33812), filed with the SEC on May 4, 2012 and incorporated by reference herein) 3.2 Amended and Restated Bylaws (filed as Exhibit 3.1 to the Company’s Form 8-K (File No. 001-33812), filed with the SEC on January 11, 2021 and incorporated by reference herein) 10.1*† Index License Agreement for Exchange Traded Funds, dated as of October 1, 2022, between MSCI Inc., MSCI Limited and BlackRock Fund Advisors 11 Statement Re: Computation of Earnings Per Common Share (The calculation of per share earnings is in Part I, Item 1, Note 4 to the Condensed Consolidated Financial Statements (Earnings Per Common Share) and is omitted in accordance with Section (b)(11) of Item 601 of Regulation S-K) * 31.1 Rule 13a-14(a) Certification of the Chief Executive Officer * 31.2 Rule 13a-14(a) Certification of the Chief Financial Officer ** 32.1 Section 1350 Certification of the Chief Executive Officer and the Chief Financial Officer * 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. * 101.SCH Inline XBRL Taxonomy Extension Schema Document * 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document * 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document * 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document * 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document * 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ___________________________ * Filed herewith. ** Furnished herewith. † Certain confidential portions of this Exhibit have been omitted pursuant to Item 601(b) of Regulation S-K because the identified confidential portions (i) are not material and (ii) are of the type that the Company treats as private or confidential. The Company agrees to furnish an unredacted copy of this exhibit to the Securities and Exchange Commission upon its request. 47 Table of Contents SIGNATURES 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 thereunto duly authorized. Dated: October 25, 2022 MSCI INC. (Registrant) By: /s/ Andrew C. Wiechmann Andrew C. Wiechmann Chief Financial Officer (Principal Financial Officer) 48