What changed in this filing

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Item 9A. Controls and Procedures

2025-02-07 compared with 2024-02-09 · 47 added, 39 removed, 250 unchanged (26% of the section changed)

14 unchanged sentences

Based on this assessment, management, including the Company’s CEO and CFO, concluded that, as of December 31, 2024, 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, 2024, which appears on page 59 of this Annual Report on Form 10-K.

1 unchanged sentence

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, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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.

During the three months ended December 31, 2024, none of the Company’s directors or officers, as defined in Section 16 of the Exchange Act, adopted , modified 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, except as set forth below.

On December 4, 2024 , C.D.

Baer Pettit , the President and Chief Operating Officer of the Company and a member of its Board of Directors, adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (the “Trading Plan”).

The Trading Plan provides for the potential sale of up to 20,000 shares of the Company’s common stock and will remain in effect until June 30, 2025 , subject to early termination in accordance with its terms.

Disclosure Regarding Foreign Jurisdiction that Prevent Inspections

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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.

We maintain insider trading policies and procedures governing the purchase, sale and/or other dispositions of our securities by directors, officers and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as NYSE listing standards.

In addition, it is our policy to comply with applicable securities and state laws, including insider trading laws, when engaging in transactions in our securities.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Except for the information relating to our insider trading policies and procedures set forth in the preceding paragraph and 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, 2024.

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, 2024.

24 unchanged sentences

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.

The Omnibus Plan permits the Compensation Committee to make grants of a variety of equity-based awards (such as stock

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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.

36 unchanged sentences

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, 2024.

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Exhibit and Financial Statement Schedules

11 unchanged sentences

10-Q 001-33812 3.1 5/4/2012

3.2 Amended and Restated Bylaws

Filed Herewith

3.2 A mended and Restated Bylaws

001-33812 3.2 2/9/2024

4.1 Form of Senior Indenture

26 unchanged sentences

8-K 001-33812 4.1 8/17/2021

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Description Form File No.

3 unchanged sentences

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

Filed Herewith

10.1* Summary of Non-Employee Director Compensation

10 unchanged sentences

Change in Control Severance Plan, adopted May 28, 2015 and amended and restated November 2, 2023

Filed Herewith

10-K 001-33812 10.5 2/9/2024

10.6* MSCI Inc.

3 unchanged sentences

Executive Committee Stock Ownership Guidelines

10-K 001-33812 10.7 2/11/2022

10-Q 001-33812 10.1 10/31/2024

2016 Omnibus Incentive Plan

1 unchanged sentence

Annual Incentive Plan

Filed Herewith

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 10.9 2/9/2024

4 unchanged sentences

2016 Omnibus Incentive Plan

10-K 001-33812 10.232 2/12/2021

001-33812 10.22 2/10/2023

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 10.233 2/12/2021

Form of 2021 Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc.

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

10-K 001-33812 10.234 2/12/2021

001-33812 10.24 2/10/2023

Form of 2024 Award Agreement for Restricted Stock Units for Employees Under the MSCI Inc.

7 unchanged sentences

10-K 001-33812 10.24 2/9/2024

Form of 2023 Award Agreement for Restricted Stock Units for Employees Under the MSCI Inc.

2016 Omnibus Incentive Plan

001-33812 10.22 2/10/2023

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

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

001-33812 10.24 2/10/2023

Form of 2024 Award Agreement for Restricted Stock Units for Directors Under the MSCI Inc.

1 unchanged sentence

10-Q 001-33812 10.1 7/23/2024

Form of 202 4 Award Agreement for Restricted Stock Units for Employees Under the MSCI Inc.

2016 Omnibus Incentive Plan

Form of 2025 Award Agreement for Restricted Stock Units for Directors Under the MSCI Inc.

2016 Non-Employee Directors Compensation Plan

Filed Herewith

2 unchanged sentences

Filed Herewith

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Description Form File No.

Form of 2025 Non-Qualified Performance Stock Option Award Agreement Under the MSCI Inc.

1 unchanged sentence

Filed Herewith

Form of 2025 N on-Qualified Stock Option Award Under the MSCI Inc.

2016 Omnibus Incentive Plan

Filed Herewith

Offer Letter, executed March 11, 2014, by and between MSCI Inc.

7 unchanged sentences

10.25 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

001-33812 10.1 4/23/2024

10.26 Agreement of Lease dated September 16, 2011, by and between 7 World Trade Center, LLC and MSCI Inc.

2 unchanged sentences

10-Q 001-33812 10.1 10/25/2022

19.1 MSCI Trading Policy for Transactions in MSCI Inc.

Filed Herewith

21.1 Subsidiaries of the Registrant

10 unchanged sentences

Financial Statement Compensation Recoupment Policy

Filed Herewith

10-K 001-33812 97.1 2/9/2024

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

Description Form File No.

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

8 unchanged sentences

* Indicates a management compensation plan, contract or arrangement.

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† 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.

1 unchanged sentence

Form 10-K Summary

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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.

1 unchanged sentence

February 7, 2025

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POWER OF ATTORNEY

8 unchanged sentences

WIECHMANN Chief Financial Officer

(principal financial officer and principal accounting officer)

(principal financial officer)

February 7, 2025

Chief Accounting Officer

(principal accounting officer)

February 7, 2025

/S/ ROBERT G.

2 unchanged sentences

Wayne Edmunds

/S/ CATHERINE R.

KINNEY Director February 9, 2024

/S/ ROBIN MATLOCK Director February 7, 2025

5 unchanged sentences

Director February 7, 2025

/S/ MICHELLE SEITZ

Director February 7, 2025

Michelle Seitz

/S/ MARCUS L.

2 unchanged sentences

/S/ PAULA VOLENT Director February 7, 2025

/S/ JUNE YANG

Director February 7, 2025

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.

What changed 10-K

Item 9A. Controls and Procedures