14 unchanged sentences
Based on this assessment, management, including the Company’s CEO and CFO, concluded that, as of December 31, 2023, our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
+Added: Management excluded The Burgiss Group, LLC (“Burgiss”), acquired on October 2, 2023, and Trove Research Ltd (“Trove”), acquired on November 1, 2023 from its evaluation of internal control over financial reporting as of December 31, 2023.
+Added: Burgiss and Trove are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment of internal controls over financial reporting collectively represent approximately 0.7% and 1.0%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023.
PricewaterhouseCoopers LLP, our independent registered public accounting firm, has audited and issued a report on the effectiveness of our internal control over financial reporting as of December 31, 2023, which appears on page 58 of this Annual Report on Form 10-K.
2 unchanged sentences
Other Information
+Added: During the three months ended December 31, 2023, none of the Company’s directors or officers, as defined in Section 16 of the Exchange Act, adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K of the Exchange Act.
+Added: On February 8, 2024, the Board of Directors (the “Board”) of MSCI Inc.
+Added: (the “Company”) approved and adopted amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective as of February 8, 2024, to permit one or more stockholders of record or beneficial owners holding not less than 15% of the voting power of shares of the Company’s capital stock continuously for at least one year the right to call a special meeting of stockholders (the “Special Meeting Right”).
+Added: In connection with the adoption of the Special Meeting Right, the Bylaws were also amended to provide for certain procedural requirements for stockholders to call a special meeting of stockholders and to provide for other technical, conforming and clarifying revisions.
+Added: The foregoing description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the Bylaws, a copy of which is which is attached to this Annual Report on Form 10-K as Exhibit 3.2 and incorporated herein by reference.
Disclosure Regarding Foreign Jurisdiction that Prevent Inspections
79 unchanged sentences
10-Q 001-33812 3.1 5/4/2012
−Removed: 3.2 Amended and Restated By-laws
−Removed: 8-K/A 001-33812 3.1 1/11/2021
+Added: 3.2 Amended and Restated Bylaws
+Added: Filed Herewith
4.1 Form of Senior Indenture
35 unchanged sentences
10.2* Non-Employee Director Stock Ownership Guidelines
−Removed: Filed Herewith
+Added: 10-K 001-33812 10.2 2/10/2023
10.3* MSCI Inc.
5 unchanged sentences
10.5* MSCI Inc.
−Removed: Change in Control Severance Plan, adopted May 28, 2015
−Removed: 10-K 001-33812 10.109 2/24/2017
+Added: Change in Control Severance Plan, adopted May 28, 2015 and amended and restated November 2, 2023
+Added: Filed Herewith
10.6* MSCI Inc.
4 unchanged sentences
10-K 001-33812 10.7 2/11/2022
−Removed: 10.8* MSCI Inc.
−Removed: Clawback Policy
−Removed: 10-K 001-33812 10.189 2/22/2019
−Removed: 10.9* MSCI Inc.
2016 Omnibus Incentive Plan
S-8 333-210987 99.1 04/28/2016
−Removed: 10.10* MSCI Inc.
Annual Incentive Plan
−Removed: 10-Q 001-33812 10.2 7/26/2022
+Added: Filed Herewith
Form of 2019 Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc.
1 unchanged sentence
10-K 001-33812 10.187 2/22/2019
+Added: Form of 2020 Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc.
+Added: 2016 Omnibus Incentive Plan
+Added: 10-K 001-33812 10.218 2/18/2020
Form of 2021 Award Agreement for Restricted Stock Units for Employees Under the MSCI Inc.
13 unchanged sentences
10-K 001-33812 10.25 2/11/2022
−Removed: 10.17* Form of 2021 Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc.
+Added: Form of 2022 Non-Qualified Performance Stock Option Award Agreement Under the MSCI Inc.
2016 Omnibus Incentive Plan
2 unchanged sentences
2016 Omnibus Incentive Plan
−Removed: 10-K 001-33812 10.24 2/11/2022
+Added: 001-33812 10.22 2/10/2023
+Added: Description Form File No.
Form of 2023 Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc.
2016 Omnibus Incentive Plan
−Removed: 10-K 001-33812 10.25 2/11/2022
−Removed: Description Form File No.
+Added: 001-33812 10.23 2/10/2023
Form of 2023 Non-Qualified Performance Stock Option Award Agreement Under the MSCI Inc.
2016 Omnibus Incentive Plan
−Removed: 10-K 001-33812 10.26 2/11/2022
+Added: 001-33812 10.24 2/10/2023
Form of 2023 Award Agreement for Restricted Stock Units for Directors Under the MSCI Inc.
18 unchanged sentences
10-Q 001-33812 10.2 4/28/2021
−Removed: 10.28 Amended and Restated Credit Agreement, dated as of June 9, 2022, among MSCI Inc., each of the subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer and the other lenders party thereto.
+Added: 10.28 Second Amended and Restated Credit Agreement, dated as of January 26, 2024, among MSCI Inc., JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer and the other lenders party thereto.
8-K 001-33812 10.1 1/29/2024
14 unchanged sentences
Furnished Herewith
+Added: Financial Statement Compensation Recoupment Policy
+Added: Filed Herewith
101.INS 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.
2 unchanged sentences
Filed Herewith
+Added: Description Form File No.
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
4 unchanged sentences
Filed Herewith
−Removed: Description Form File No.
101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
18 unchanged sentences
WIECHMANN Chief Financial Officer
−Removed: (principal financial officer) February 10, 2023
−Removed: /S/ JENNIFER MAK Global Controller and Head of Finance Operations
−Removed: (principal accounting officer) February 10, 2023
+Added: (principal financial officer and principal accounting officer)
+Added: February 9, 2024
/S/ ROBERT G.
16 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.