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Washington, DC 20549






Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 11, 2021



(Exact name of Registrant as Specified in Its Charter)













(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

7 World Trade Center, 250 Greenwich Street, 49th Floor, New York, New York 10007

(Address of principal executive offices) (Zip Code)

(212) 804-3900

(Registrant’s telephone number, including area code)


(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 Instruction 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





Name of each exchange on which registered

Common Stock, par value $0.01 per share




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 March 8, 2021, Mr. Benjamin F. duPont, a director of MSCI Inc. (“MSCI” or the “Company”), notified the Company of his decision to retire from the MSCI Inc. Board of Directors (the “Board”) and not stand for re-election at the Company’s 2021 Annual Meeting of Shareholders.

Mr. duPont currently serves on, and until his retirement will continue to serve on, the Compensation and Talent Management Committee and Nominating and Corporate Governance Committee of the Board. The Company does not expect to change the composition of its committees in connection with Mr. duPont’s retirement.

The Board is expected to reduce the size of the Board to nine members, effective concurrent with Mr. duPont’s retirement immediately following the 2021 Annual Meeting of Shareholders, scheduled for April 27, 2021.

There are no disputes or disagreements with MSCI’s management or the Board on any matter relating to the Company’s operations, policies or practices to be reported in connection with Mr. duPont’s retirement.

A copy of the press release issued by the Company on March 11, 2021 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.



Exhibit 99.1


Press Release of the Registrant, dated March 11, 2021.

Exhibit 104


Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL).











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.









Date: March 11, 2021


/s/ Henry A. Fernandez



Henry A. Fernandez



Chairman and Chief Executive Officer