SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 1,
2009
MSCI
Inc.
(Exact name of
registrant as specified in its charter)
Delaware
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001-33812
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13-4038723
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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88
Pine Street, New York, NY 10005
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10005
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(Address
of principal executive offices)
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(Zip
Code)
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(212)
804-3900
(Registrant’s
telephone number, including area code)
NOT
APPLICABLE
(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):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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The
Compensation Committee of the Board of Directors (the “Committee”) of MSCI Inc.
(the “Company”) approved increases to the base salaries of the Company’s
executive officers consistent with the Committee’s statement in the Company’s
2009 proxy statement that modifications to the Company’s compensation structure
were expected to be introduced in fiscal 2009. Historically, the
Company paid its executive officers base salaries that represented a relatively
small percentage of their potential total compensation. The salary
increases are intended to adjust the mix between fixed and variable compensation
paid to the executive officers and to more closely reflect market level base
salary amounts. The total compensation awards for the fiscal year are
determined by the Compensation Committee at the end of the fiscal
year. Variable compensation decisions will take into account the new
salary levels in determining total compensation awards for the executive
officers.
The new
base salaries for our executive officers are as follows: USD 600,000
for Henry A. Fernandez (Chairman, Chief Executive Officer and President), GBP
250,000 which is intended to be approximately USD 400,000 for David C. Brierwood
(Chief Operating Officer), USD 400,000 for Michael K. Neborak (Chief Financial
Officer), GBP 250,000 which is intended to be approximately USD 400,000 for C.
D. Baer Pettit (Head of Client Coverage) and USD 400,000 for Gary Retelny (Chief
Administrative Officer and Head of Strategy and Business
Development). The base salary changes, which are effective as of June
1, 2009, were made after consultation by the Committee with its independent
compensation consultant.
Pursuant to the requirements of the
Exchange Act, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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MSCI
Inc.
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Date: June 2,
2009
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By:
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/s/ Henry A.
Fernandez
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Name:
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Henry A.
Fernandez
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Title:
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Chief Executive Officer, President
and Chairman
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