Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
(a). Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) as appropriate, to allow timely decisions regarding required disclosure.
Management of the Company, with the participation of its CEO and CFO, evaluated the effectiveness of the Company’s disclosure controls and procedures. Based on their evaluation, as of December 31, 2023, the end of the period covered by this Annual Report on Form 10-K, the Company’s CEO and CFO have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.
(b). Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers or persons performing similar functions and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:
• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets,
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company, and
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023 based on the criteria described in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
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. 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. 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.
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(c). Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
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.
On February 8, 2024, the Board of Directors (the “Board”) of MSCI Inc. (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”).
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.
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.
Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Except for the information relating to our Executive Officers set forth in Part I of this Annual Report on Form 10-K, we incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no later than 120 days after December 31, 2023.
Information regarding our Code of Ethics and Business Conduct and Corporate Governance Policies is incorporated herein by reference from our Proxy Statement, which will be filed no later than 120 days after December 31, 2023. Any amendments to, or waivers from, a provision of our Code of Ethics that apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of the Code of Ethics enumerated in paragraph (b) of Item 406 of Regulation S-K shall be disclosed by posting such information on our website at www.msci.com. Information contained on our website is not deemed part of or incorporated by reference into this Annual Report on Form 10-K or any other report filed with the SEC.
Item 11. Executive Compensation
We incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no later than 120 days after December 31, 2023.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
We incorporate by reference the additional information responsive to this Item appearing in our Proxy Statement, which will be filed no later than 120 days after December 31, 2023.
Equity Compensation Plans
On February 18, 2016, the Board of Directors, upon the recommendation of the Compensation & Talent Management Committee of the Board of Directors (the “Compensation Committee”), approved the MSCI Inc. 2016 Non-Employee Directors Compensation Plan (the “Directors Plan”), a cash and equity incentive compensation plan that was approved by shareholders at the Company’s 2016 annual meeting of shareholders. The Directors Plan replaced the Company’s then existing non-employee director compensation plan, the MSCI Inc. Independent Directors’ Equity Compensation Plan (the “2011 Plan”). The total number of shares authorized to be awarded under the Directors Plan is 352,460, which is equal to the number of shares that remained available for issuance under the 2011 Plan. Under the MSCI Inc. Non-Employee Directors Deferral Plan, directors may elect to defer receipt of all or any portion of any shares of our common stock issuable upon conversion of any stock unit or any retainer elected to be paid in shares of our common stock until (i) 60 days following separation of service or (ii) the earlier of a specified date or 60 days following separation of service.
On February 18, 2016, the Board of Directors, upon the recommendation of the Compensation Committee, approved the MSCI Inc. 2016 Omnibus Plan (“Omnibus Plan”), an equity incentive compensation plan that was approved by shareholders at the Company’s 2016 annual meeting of shareholders. The Omnibus Plan replaced the Company’s then existing equity compensation plan, the MSCI Inc. Amended and Restated 2007 Equity Incentive Compensation Plan (as amended, the “2007 Plan”). Compensation paid to the Company’s executive officers historically complied with the performance-based compensation exception under 162(m) of the IRC (“162(m)”) by being granted pursuant to the MSCI Inc. Performance Formula and Incentive Plan (the “Performance Plan”). Shareholder approval of the Omnibus Plan constituted approval of the material terms of the performance goals under the Omnibus Plan for purposes of 162(m). In light of the final Section 162(m) regulations published in December 2020, which, among other things, eliminated the performance-based compensation exception under Section 162(m), the Compensation Committee determined to cease awarding compensation to the Company’s executive officers under the Performance Plan starting with calendar year 2021.
Pursuant to the Omnibus Plan, the Company reserved 7,565,483 shares of common stock for issuance; plus any additional shares which become available due to forfeiture, expiration or cancellation of outstanding awards, which were registered under the Securities Act following approval by the Company’s shareholders. This is in addition to currently outstanding awards under the 2007 Plan. The Omnibus Plan permits the Compensation Committee to make grants of a variety of equity-based awards (such as stock options, stock appreciation rights, restricted stock units, restricted stock, performance awards and other stock-based awards) totaling up to 7,565,483 and other cash-based awards to eligible recipients, including employees and consultants. No awards will be granted under the Omnibus Plan after the earliest to occur of (i) April 28, 2026, (ii) the maximum number of shares available for issuance having been issued and (iii) the Board of Directors terminating the Omnibus Plan in accordance with its terms.
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The following table presents certain information with respect to our equity compensation plans at December 31, 2023:
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b) (3)
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column(a))
(c)
Equity Compensation Plans Approved by Security Holders
MSCI Inc. 2016 Omnibus Plan
Restricted Stock Units (“RSUs”) 161,637 N/A
Performance Stock Units (“PSUs”) (1)
813,690 N/A
Performance Stock Options (“PSOs”) (2)
461,016 $552.18
Total MSCI Inc. 2016 Omnibus Plan 1,436,343 N/A 2,856,296
MSCI Inc. 2016 Non-Employee Directors Compensation Plan (RSUs)
3,934 N/A 268,522
Equity Compensation Plans Not Approved by Security Holders
— N/A —
Total 1,440,277 N/A 3,124,818
______________________________
(1) The numbers included for PSUs in column (a) reflect the maximum payout. Assuming target number payout, the number of securities to be issued upon vesting of PSUs is 356,430.
(2) The numbers included for PSOs in column (a) reflect options at the maximum payout. Assuming target number payout, the number of securities to be issued upon vesting of PSOs is 230,508.
(3) Does not reflect the unvested RSUs or PSUs included in column (a) because these awards have no exercise price.
Item 13. Certain Relationships and Related Transactions, and Director Independence
We incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no later than 120 days after December 31, 2023.
Item 14. Principal Accountant Fees and Services
We incorporate by reference the information responsive to this Item appearing in our Proxy Statement, which will be filed no later than 120 days after December 31, 2023.
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PART IV
Item 15. Exhibit and Financial Statement Schedules
(a)(1) Financial Statements
The financial statements are provided under Part II, Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
(a)(2) Financial Statement Schedules
No financial statement schedules are provided because the information called for is not applicable or not required or is included in the consolidated financial statements or the notes thereto provided under Part II, Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
(a)(3) Exhibits
The information required by this Item is set forth below.
EXHIBIT INDEX
Exhibit
Number
Description Form File No. Exhibit No. Filing Date
3.1 Third Amended and Restated Certificate of Incorporation
10-Q 001-33812 3.1 5/4/2012
3.2 Amended and Restated Bylaws
Filed Herewith
4.1 Form of Senior Indenture
S-3 333-206232 4.1 8/7/2015
4.2 Form of Subordinated Indenture
S-3 333-206232 4.2 8/7/2015
4.3 Form of Common Stock Certificate
10-Q 001-33812 4.1 5/4/2012
4.4 Indenture, dated as of November 7, 2019, among MSCI Inc., each of the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as Trustee
8-K 001-33812 4.1 11/7/2019
4.5 Form of Note for MSCI Inc. 4.000% Senior Notes due November 15, 2029 (included in Exhibit 4.4)
8-K 001-33812 4.2 11/7/2019
4.6 Indenture, dated as of March 4, 2020, among MSCI Inc., each of the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as Trustee.
8-K 001-33812 4.1 3/04/2020
4.7 Form of Note for MSCI Inc. 3.625% Senior Notes due September 1, 2030 (included in Exhibit 4.6).
8-K 001-33812 4.2 3/04/2020
4.8 Indenture, dated as of May 26, 2020, among MSCI Inc., each of the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as Trustee.
8-K 001-33812 4.1 5/26/2020
4.9 Form of Note for MSCI Inc. 3.875% Senior Notes due February 15, 2031 (included in Exhibit 4.8).
8-K 001-33812 4.2 5/26/2020
4.10 Indenture, dated as of May 14, 2021, among MSCI Inc., each of the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as Trustee.
8-K 001-33812 4.1 5/14/2021
4.11 Form of Note for MSCI Inc. 3.625% Senior Notes due November 1, 2031 (included in Exhibit 4.10).
8-K 001-33812 4.2 5/14/2021
4.12 Indenture, dated as of August 17, 2021, among MSCI Inc., each of the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as Trustee.
8-K 001-33812 4.1 8/17/2021
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Exhibit
Number
Description Form File No. Exhibit No. Filing Date
4.13 Form of Note for MSCI Inc. 3.250% Senior Notes due August 15, 2033 (included in Exhibit 4.12).
8-K 001-33812 4.2 8/17/2021
4.14 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
10-K 001-33812 4.1 2/11/2022
10.1* Summary of Non-Employee Director Compensation
Filed Herewith
10.2* Non-Employee Director Stock Ownership Guidelines
10-K 001-33812 10.2 2/10/2023
10.3* MSCI Inc. 2016 Non-Employee Directors Compensation Plan, as amended
10-Q 001-33812 10.3 5/5/2017
10.4* MSCI Inc. Non-Employee Director Deferral Plan, as amended
10-Q 001-33812 10.9 4/29/2016
10.5* MSCI Inc. Change in Control Severance Plan, adopted May 28, 2015 and amended and restated November 2, 2023
Filed Herewith
10.6* MSCI Inc. Performance Formula and Incentive Plan
Proxy 001-33812 Annex C 2/28/2008
10.7* MSCI Inc. Executive Committee Stock Ownership Guidelines
10-K 001-33812 10.7 2/11/2022
10.8*
MSCI Inc. 2016 Omnibus Incentive Plan
S-8 333-210987 99.1 04/28/2016
10.9*
MSCI Inc. Annual Incentive Plan
Filed Herewith
10.10*
Form of 2019 Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc. Omnibus Incentive Plan
10-K 001-33812 10.187 2/22/2019
10.11*
Form of 2020 Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc. 2016 Omnibus Incentive Plan
10-K 001-33812 10.218 2/18/2020
10.12*
Form of 2021 Award Agreement for Restricted Stock Units for Employees Under the MSCI Inc. 2016 Omnibus Incentive Plan
10-K 001-33812 10.232 2/12/2021
10.13*
Form of 2021 Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc. 2016 Omnibus Incentive Plan
10-K 001-33812 10.233 2/12/2021
10.14*
Form of 2021 Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc. 2016 Omnibus Incentive Plan
10-K 001-33812 10.234 2/12/2021
10.15*
Form of 2022 Award Agreement for Restricted Stock Units for Employees Under the MSCI Inc. 2016 Omnibus Incentive Plan
10-K 001-33812 10.24 2/11/2022
10.16*
Form of 2022 Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc. 2016 Omnibus Incentive Plan
10-K 001-33812 10.25 2/11/2022
10.17*
Form of 2022 Non-Qualified Performance Stock Option Award Agreement Under the MSCI Inc. 2016 Omnibus Incentive Plan
10-K 001-33812 10.26 2/11/2022
10.18*
Form of 2023 Award Agreement for Restricted Stock Units for Employees Under the MSCI Inc. 2016 Omnibus Incentive Plan
10-K
001-33812 10.22 2/10/2023
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Exhibit
Number
Description Form File No. Exhibit No. Filing Date
10.19*
Form of 2023 Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc. 2016 Omnibus Incentive Plan
10-K
001-33812 10.23 2/10/2023
10.20*
Form of 2023 Non-Qualified Performance Stock Option Award Agreement Under the MSCI Inc. 2016 Omnibus Incentive Plan
10-K
001-33812 10.24 2/10/2023
10.21*
Form of 2023 Award Agreement for Restricted Stock Units for Directors Under the MSCI Inc. 2016 Non-Employee Directors Compensation Plan
10-Q 001-33812 10.1 7/25/2023
10.22*
Form of 202 4 Award Agreement for Restricted Stock Units for Employees Under the MSCI Inc. 2016 Omnibus Incentive Plan
Filed Herewith
10.23*
Form of 202 4 Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc. 2016 Omnibus Incentive Plan
Filed Herewith
10.24*
Form of 202 4 Non-Qualified Performance Stock Option Award Agreement Under the MSCI Inc. 2016 Omnibus Incentive Plan
Filed Herewith
10.25*
Offer Letter, executed March 11, 2014, by and between MSCI Inc. and Scott Crum
10-Q 001-33812 10.1 5/4/2018
10.26*
Offer Letter, executed September 24, 2020, between MSCI Inc. and Andrew C. Wiechmann
8-K 001-33812 10.1 9/25/2020
10.27*
Employment Letter, entered into on April 27, 2021, between MSCI Inc. and C.D. Baer Pettit.
10-Q 001-33812 10.2 4/28/2021
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
10.29 Agreement of Lease dated September 16, 2011, by and between 7 World Trade Center, LLC and MSCI Inc.
8-K 001-33812 10.1 9/22/2011
10.30†#
Index License Agreement for Exchange Traded Funds, dated as of October 1, 2022, between MSCI Inc., MSCI Limited and BlackRock Fund Advisors
10-Q 001-33812 10.1 10/25/2022
21.1 Subsidiaries of the Registrant
Filed Herewith
23.1 Consent of PricewaterhouseCoopers LLP
Filed Herewith
24.1 Powers of Attorney (included as part of Signature Page) Filed Herewith
31.1 Rule 13a-14(a) Certification of Chief Executive Officer
Filed Herewith
31.2 Rule 13a-14(a) Certification of Chief Financial Officer
Filed Herewith
32.1 Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
Furnished Herewith
97.1*
MSCI Inc. Financial Statement Compensation Recoupment Policy
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. Filed Herewith
101.SCH XBRL Taxonomy Extension Schema Document. Filed Herewith
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Exhibit
Number
Description Form File No. Exhibit No. Filing Date
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. Filed Herewith
101.LAB XBRL Taxonomy Extension Label Linkbase Document. Filed Herewith
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. Filed Herewith
101.DEF XBRL Taxonomy Extension Definition Linkbase Document. Filed Herewith
104.DEF Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) Filed Herewith
* Indicates a management compensation plan, contract or arrangement.
† 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.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
MSCI INC.
By: /S/ HENRY A. FERNANDEZ
Name: Henry A. Fernandez
Title: Chairman and Chief Executive Officer
Date: February 9, 2024
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew C. Wiechmann, Robert J. Gutowski and Cecilia Aza, and each or any one of them, his or her true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in the capacities indicated below, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming his or her signatures as they may be signed by his or her said attorneys-in-fact and agents, or their substitute or substitutes, to any and all amendments to this Annual Report on Form 10-K.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
/S/ HENRY A. FERNANDEZ Chairman and Chief Executive Officer
(principal executive officer) February 9, 2024
Henry A. Fernandez
/S/ ANDREW C. WIECHMANN Chief Financial Officer
(principal financial officer and principal accounting officer)
February 9, 2024
Andrew C. Wiechmann
/S/ ROBERT G. ASHE Director February 9, 2024
Robert G. Ashe
/S/ WAYNE EDMUNDS Director February 9, 2024
Wayne Edmunds
/S/ CATHERINE R. KINNEY Director February 9, 2024
Catherine R. Kinney
/S/ ROBIN MATLOCK Director February 9, 2024
Robin Matlock
/S/ JACQUES P. PEROLD Director February 9, 2024
Jacques P. Perold
/S/ C.D. BAER PETTIT Director, President and Chief Operating Officer February 9, 2024
C.D. Baer Pettit
/S/ SANDY C. RATTRAY Director February 9, 2024
Sandy C. Rattray
/S/ LINDA H. RIEFLER
Director February 9, 2024
Linda H. Riefler
/S/ MARCUS L. SMITH Director February 9, 2024
Marcus L. Smith
/S/ RAJAT TANEJA Director February 9, 2024
Rajat Taneja
/S/ PAULA VOLENT Director February 9, 2024
Paula Volent
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