MSCI 8-K Current Reports

Msci 8-K Report, Financial Results (Oct 20, 2026)

MSCI Inc. (NYSE: MSCI) reported third-quarter 2026 results on October 20, 2026, furnishing its press release as Exhibit 99.1. Operating revenues were $892.0 million, up 12.4%, with organic operating revenue growth of 12.3%. Operating margin was 56.3% and adjusted EBITDA margin was 62.2%. Diluted EPS was $4.86, up 14.4%, and adjusted EPS was $5.11, up 14.3%. Net income was $351.0 million, up 7.9%. Asset-based fees rose 24.9% and recurring subscription revenues rose 7.7%. Total Run Rate reached $3.57 billion, up 12.1%, and the retention rate was 95.0%, compared with 94.7% a year earlier. Growth was led by the Index segment, where operating revenues rose 18.1% to $532.6 million, driven by asset-based fees. Analytics revenue grew 4.8%, but its adjusted EBITDA declined 4.9%. Sustainability and Climate revenue rose 4.0%, and All Other – Private Assets revenue rose 6.7%. Other expense, net increased 45.2% to $74.2 million, mainly due to higher interest expense from higher debt levels. Total debt principal was $6.8 billion, and the debt-to-adjusted EBITDA ratio was 3.2x against a target range of 3.0x to 3.5x. Capital returns remained active: $627.2 million was repurchased in the third quarter through October 19, 2026, and about $0.9 billion remains on the authorization. The Board declared a $2.05 per share dividend for fourth quarter 2026, payable November 27, 2026. Full-year 2026 guidance was largely unchanged, except that the interest expense range was raised to $288 to $291 million from $282 to $286 million and the effective tax rate range narrowed to 18.0% to 19.5% from 18.0% to 20.0%.

Oct 20, 2026 8-K

Msci 8-K Report, Executive Changes (Aug 7, 2026)

MSCI Inc. filed an Item 5.02 Form 8-K on August 7, 2026 announcing leadership changes in its finance and accounting function. The filing relates to the previously disclosed departure of the Company's Global Controller and Chief Accounting Officer, referenced in an 8-K filed March 31, 2026. The Board appointed Andrew C. Wiechmann, the Company's Chief Financial Officer, as interim principal accounting officer, effective August 10, 2026, until a successor is designated. Mr. Wiechmann will continue as CFO and principal financial officer. In a related move, also effective August 10, 2026, Kristine Johnson was appointed interim Global Controller, reporting to Mr. Wiechmann. Ms. Johnson has been Commercial Controller and Head of Revenue Operations since April 2025, and previously served as Head of External Reporting from August 2022 to April 2025. The filing states that no new compensatory arrangements will be entered into with Mr. Wiechmann for his interim principal accounting officer role, and it discloses no related-person transactions or family relationships requiring disclosure. The changes are interim, so investors should watch for a permanent successor designation.

Aug 7, 2026 8-K

Msci 8-K Report, Financial Results (Jul 21, 2026)

MSCI Inc. (NYSE: MSCI) reported second quarter 2026 results in a press release furnished as Exhibit 99.1 to this Form 8-K dated July 21, 2026. Operating revenues were $867.0 million, up 12.2%, with organic operating revenue growth also at 12.2%. Operating income was $487.5 million, up 14.6%, and the operating margin was 56.2%. Net income was $342.0 million, up 12.6%, and diluted EPS was $4.69, up 19.6%. Adjusted EPS was $4.94, up 18.5%, and adjusted EBITDA was $538.5 million, up 13.5%, at a 62.1% margin. Asset-based fees rose 26.6%, and the total Run Rate reached $3,479.7 million, up 12.0%. Organic recurring subscription Run Rate growth was 8.1%, and the Retention Rate was 95.3%, compared with 94.4% a year earlier. The company also updated its full-year 2026 guidance. Operating expense guidance rose to $1,535 to $1,575 million from $1,490 to $1,530 million, and adjusted EBITDA expense guidance rose to $1,340 to $1,370 million from $1,305 to $1,335 million. The filing attributes the higher expense outlook to recent acquisitions, including First Street, and to stronger topline momentum that increases incentive compensation accruals. Free cash flow guidance was raised to $1,485 to $1,545 million from $1,470 to $1,530 million. Total debt principal was $6.4 billion, the debt-to-adjusted-EBITDA ratio was 3.1x against a target range of 3.0x to 3.5x, and the Board declared a $2.05 per share dividend for third quarter 2026. MSCI also agreed on June 24, 2026 to acquire First Street Technology, Inc. for $120.0 million in cash at closing, plus potential contingent payments over two years tied to revenue thresholds. The deal is expected to close in the third quarter of 2026, subject to regulatory approvals. The filing notes that the guidance assumes this closing.

Jul 21, 2026 8-K

Msci 8-K Report, Shareholder Vote Results (Apr 23, 2026)

MSCI Inc. held its annual meeting of stockholders on April 21, 2026, as a virtual meeting. Of the 73,120,206 shares of common stock outstanding and entitled to vote, stockholders acted on three proposals. All eleven director nominees were elected, each receiving a majority of the votes cast "for" or "against" them, though several nominees drew sizable opposition, with Henry A. Fernandez receiving 2,909,009 votes against and Linda H. Riefler receiving 2,520,089 votes against. Stockholders approved, on an advisory basis, the Company's executive compensation, with 59,076,413 votes for, 4,061,619 against, 106,659 abstaining, and 3,158,970 broker non-votes. Stockholders also ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent auditor for fiscal year 2026, with 65,169,698 votes for, 1,132,416 against, and 101,547 abstaining. The filing reports only the voting results of these matters and does not describe any other corporate actions, financial results, or strategic developments.

Apr 23, 2026 8-K

Msci 8-K Report, Financial Results (Apr 21, 2026)

MSCI Inc. (NYSE: MSCI) reported first quarter 2026 results on April 21, 2026, as furnished in Exhibit 99.1 (press release) under Item 2.02. Operating revenues were $850.8 million, up 14.1% (organic operating revenue growth of 13.3%), driven by recurring subscription revenues up 8.6% and asset-based fees up 26.6%. Operating margin was 53.7% versus 50.6% a year earlier, and diluted EPS was $5.53, up 49.1%. Adjusted EPS was $4.55, up 13.8%. Net income was $406.0 million, up 40.7%, though the effective tax rate fell to (4.3)% because of an $88 million discrete tax benefit tied to the completion of a multi-phase internal legal entity restructuring. Excluding that benefit, adjusted EPS would be the key comparable profitability measure the company highlights. Operating metrics were strong. Total Run Rate reached $3,357.3 million, up 12.7%, and organic recurring subscription Run Rate growth was 8.2%. Retention Rate was 95.4%, compared with 95.3% in the prior-year quarter. Management cited a record asset-based fee Run Rate and the best first-quarter recurring net-new subscription sales since 2022. Other expense rose 47.5% to $67.7 million, primarily due to higher interest expense from higher debt levels. Total debt principal was $6.5 billion, with a debt-to-adjusted-EBITDA ratio of 3.2x against a target range of 3.0x to 3.5x. Capital allocation remained active. Through April 20, 2026, the company repurchased $464 million of shares, and about $1.7 billion remained on the repurchase authorization. The Board declared a $2.05 per share quarterly dividend for the second quarter of 2026. Full-year 2026 guidance was reaffirmed, with operating expense of $1,490 to $1,530 million, adjusted EBITDA expense of $1,305 to $1,335 million, free cash flow of $1,470 to $1,530 million, and an effective tax rate of 18.0% to 20.0%. Depreciation and amortization guidance was raised to $190 to $200 million from $185 to $195 million.

Apr 21, 2026 8-K

Msci 8-K Report, Executive Changes (Mar 31, 2026)

MSCI Inc. filed a Form 8-K on March 31, 2026 under Item 5.02 to disclose a leadership change in its finance function. C. Jack Read, Global Controller and Chief Accounting Officer, informed the Company on March 27, 2026 of his intention to resign to pursue another opportunity. He will continue in his current role and as the Company's principal accounting officer until August 9, 2026. The filing states that Mr. Read's decision was not the result of any disagreement with the Company on matters relating to its financial statements, internal control over financial reporting, operations, policies or practices. The Company has initiated a process to identify a successor to serve as Global Controller and Chief Accounting Officer. For investors, the filing is a routine executive transition notice with no financial results or other quantitative information. The key points are the defined transition window through August 9, 2026 and the Company's stated search for a replacement, along with the explicit statement that no disagreement contributed to the departure.

Mar 31, 2026 8-K

Material AgreementsExhibits & Filings

Msci 8-K Report, Financial Results (Jan 28, 2026)

MSCI Inc. reported fourth-quarter and full-year 2025 results on January 28, 2026, furnishing a press release as Exhibit 99.1. For Q4 2025, operating revenues were $822.5 million, up 10.6%, with organic operating revenue growth of 10.2%. Operating margin was 56.4% and adjusted EBITDA margin was 62.2%. Diluted EPS was $3.81, down 2.3%, while adjusted EPS rose 11.5% to $4.66. For full-year 2025, operating revenues were $3.13 billion, up 9.7%, and diluted EPS was $15.69, up 11.7%. Adjusted EPS was $17.28, up 13.7%. Net income for Q4 declined 6.8%, reflecting higher interest expense and an $11.8 million loss from the full write-off of a minority investment, along with a higher effective tax rate tied to an internal legal entity restructuring. Total Run Rate reached $3.30 billion at December 31, 2025, up 13.0%, with the Index segment's asset-based fees Run Rate up 25.6%. Total Retention Rate for the full year was 94.4%, compared with 93.7% in the prior year. Free cash flow for Q4 was $464.8 million, and full-year free cash flow was $1.46 billion. Total debt principal was $6.2 billion, and the company's debt-to-adjusted-EBITDA ratio was 3.3x, within its 3.0x to 3.5x target range. For 2026, MSCI guided to operating expenses of $1.49 billion to $1.53 billion, adjusted EBITDA expenses of $1.305 billion to $1.335 billion, and free cash flow of $1.47 billion to $1.53 billion. The board declared a first-quarter 2026 dividend of $2.05 per share, an increase of 13.9%. The company also expects a discrete tax benefit of approximately $88 million in 2026 from the restructuring, which is excluded from non-GAAP measures.

Jan 28, 2026 8-K

Msci 8-K Report, Material Agreement (Jan 28, 2026)

MSCI Inc. and its subsidiary MSCI Limited entered into an amendment on January 27, 2026 to the Master Index License Agreement for Exchange Traded Funds, dated October 1, 2022, with BlackRock Fund Advisors and certain of its affiliates (the "Licensee"). The Amendment extends the term of the existing ETF agreements until March 31, 2035. After that date, each agreement auto-renews for successive three-year periods unless MSCI or the Licensee gives written notice of termination before the end of the then-current term. Under the Amendment, MSCI will continue licensing the Licensee to use certain MSCI equity indexes as the basis for exchange-traded funds. The Licensee will continue paying a periodic license fee based on each Fund's assets under management and expense ratio. Beginning January 1, 2026, with additional changes effective January 1, 2027, the Amendment revises fees payable by certain Funds, with changes varying by each Fund's expense ratio and AUM. The filing states the Amendment does not otherwise make material changes to the existing fee constructs, and that the revised fee structure aims to enable continued growth through the price and volume tradeoff over the long term. The filing also references a Schedule 13G/A filed by BlackRock on February 5, 2025, disclosing investment discretion over 5,400,012 shares of MSCI common stock as of December 31, 2024, or 7.3% of outstanding common stock based on the share count as of December 31, 2025. The full Amendment is filed as Exhibit 10.1, with certain confidential portions omitted under Item 601(b) of Regulation S-K because they are not material and are of a type MSCI treats as private or confidential.

Jan 28, 2026 8-K

Regulation FDOther EventsExhibits & Filings

Msci 8-K Report, Executive Changes (Nov 17, 2025)

MSCI Inc. (NYSE: MSCI) disclosed in this Form 8-K, dated November 17, 2025, that C.D. Baer Pettit, its President and Chief Operating Officer and a Board member, will retire. Mr. Pettit ceased serving as COO effective November 12, 2025, and will cease serving as President and as a director effective March 1, 2026. The company intends to enter into an advisory arrangement with him for the period from March 1, 2026 through a date in the third quarter of 2026 to ensure an orderly transition of his responsibilities. Chairman and CEO Henry A. Fernandez will assume the role of President effective March 1, 2026, with no change to his compensation. The Board has approved reducing its size from twelve to eleven directors, also effective March 1, 2026. The company also announced senior leadership changes in a press release furnished as Exhibit 99.1. Alvise Munari was appointed Head of Client Segments in addition to his role as Chief Product Officer, and Jorge Mina was appointed Chief Operating Officer in addition to his role as Head of Analytics. The company states these changes are intended to accelerate growth in new client segments, enhance product innovation, and expand operational scale and efficiency.

Nov 17, 2025 8-K

Msci 8-K Report, Regulation FD Disclosure (Nov 6, 2025)

MSCI Inc. (MSCI) reported in this Form 8-K filed November 6, 2025 that it completed a public offering of $500.0 million in aggregate principal amount of 5.150% senior unsecured notes due 2036, closing on November 6, 2025. The notes were sold under an Underwriting Agreement dated October 30, 2025 with J.P. Morgan Securities LLC and BofA Securities, Inc. as representatives of the underwriters, and were issued under the Indenture dated August 8, 2025 with Wilmington Trust, National Association, as trustee, as supplemented by a Second Supplemental Indenture dated November 6, 2025. The offering was registered on a Form S-3 (File No. 333-277791). In connection with the financing, the Company updated its full-year 2025 outlook for interest expense, including amortization of financing fees, to approximately $210 to $213 million, compared with prior guidance of $205 to $209 million. The filing states the change reflects the notes issuance and the resulting change in expected average debt balances and effective interest rates. The Company is not updating any other elements of its guidance at this time. The filing notes that interest expense is partly driven by variable-rate borrowings under its revolving credit facility, with the majority coming from fixed-rate senior unsecured notes, so changes to SOFR and debt levels can cause interest expense to vary. Guidance remains subject to macroeconomic and capital markets assumptions and forward-looking risks described in the filing and in the Company's Form 10-K for fiscal 2024.

Nov 6, 2025 8-K

Earnings & ResultsOther EventsExhibits & Filings

Msci 8-K Report, Financial Results (Oct 28, 2025)

MSCI Inc. (NYSE: MSCI) reported third quarter 2025 results on October 28, 2025, with operating revenues of $793.4 million, up 9.5% (organic growth of 9.0%), and operating income of $447.7 million, up 11.6%. Diluted EPS was $4.25, up 19.0%, and adjusted EPS was $4.47, up 15.8%. Adjusted EBITDA was $494.4 million, up 9.7%, with an adjusted EBITDA margin of 62.3%. Asset-based fees rose 17.1% to $197.5 million, and total Run Rate reached $3,186.5 million, up 10.1%, with organic recurring subscription Run Rate growth of 7.4% and a Retention Rate of 94.7%. Capital allocation was a major theme. Through October 27, 2025, the company had repurchased $1,248.9 million of stock in the third quarter and through that date. On October 25, 2025, the Board authorized a new share repurchase program of up to $3.0 billion, superseding the program authorized on October 28, 2024. The Board also declared a fourth-quarter 2025 cash dividend of $1.80 per share. Total principal debt outstanding was $5.6 billion at September 30, 2025, with a total debt to adjusted EBITDA ratio of 3.0x against a stated target range of 3.0x to 3.5x. Full-year 2025 guidance was updated: the effective tax rate range narrowed to 16.0% to 18.0% (from 17.5% to 20.0%), capital expenditures were raised to $120 to $130 million, net cash provided by operating activities was guided to $1,540 to $1,590 million, and free cash flow to $1,410 to $1,470 million. Operating expense guidance was adjusted to $1,415 to $1,445 million. The results and guidance are furnished in Exhibit 99.1 and are not deemed filed under Section 18 of the Exchange Act.

Oct 28, 2025 8-K

Regulation FD

Msci 8-K Report, Regulation FD Disclosure (Sep 8, 2025)

MSCI Inc. (MSCI) furnished this Form 8-K under Item 7.01 (Regulation FD Disclosure) to announce an update to its full-year 2025 interest expense outlook. The CFO, Andrew Wiechmann, is scheduled to take part in a fireside chat at the Barclays Global Financial Services Conference on September 8, 2025, at 12:00 p.m. Eastern Time, with a live webcast and replay available on the company's Investor Relations website. The company now expects full-year 2025 interest expense (including amortization of financing fees) of approximately $205 to $209 million, up from prior guidance of $182 to $186 million. For the quarter ending September 30, 2025, it expects interest expense of approximately $54 to $55 million. The filing attributes the change to the August 2025 issuance of $1.25 billion of 5.25% senior notes due 2035 and the subsequent repayment of revolving credit facility borrowings on August 11, 2025, which results in a higher expected debt balance for 2025. MSCI states it is not updating any other components of its full-year 2025 guidance from its July 22, 2025 earnings release for the second quarter and six months ended June 30, 2025. The company cautions that guidance depends on macroeconomic and capital markets assumptions, and that changes in SOFR and indebtedness levels can cause interest expense to vary.

Sep 8, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Msci 8-K Report, Material Agreement (Aug 20, 2025)

MSCI Inc. entered into a Third Amended and Restated Credit Agreement on August 20, 2025 with lenders, JPMorgan Chase Bank, N.A. as administrative agent, and Bank of America, N.A. as syndication agent. The agreement amends and restates in full the Second Amended and Restated Credit Agreement dated January 26, 2024. It increases aggregate revolving commitments to $1.60 billion from $1.25 billion and extends the availability period to August 20, 2030. The company applied proceeds of its August 2025 senior notes offering to repay all outstanding borrowings under the existing facility, so no revolving loans were outstanding when the new facility became effective. The obligations are unsecured senior obligations of the company and are not guaranteed by any subsidiary. Pricing, the consolidated leverage ratio (maximum 4.25:1.00, or 4.50:1.00 for four quarters following a material acquisition) and other key economic terms are unchanged. The consolidated interest coverage covenant is now tested only at fiscal quarter-end during any period in which the company does not hold investment-grade ratings from at least two of Moody's, S&P or Fitch, rather than each fiscal quarter. The 0.10% Term SOFR adjustment is eliminated. Events of default, representations and covenants remain substantially similar, with modifications generally favorable to the company and its subsidiaries. Proceeds of revolving loans will fund general corporate purposes, including working capital and acquisitions. The filing also notes that the lenders and agents have engaged, and may engage, in other banking transactions with the company for customary fees.

Aug 20, 2025 8-K

Other EventsExhibits & Filings

Msci 8-K Report, Corporate Update (Aug 8, 2025)

On August 8, 2025, MSCI Inc. completed its previously announced public offering of $1.25 billion in aggregate principal amount of 5.250% senior unsecured notes due 2035. The offering was made under an Underwriting Agreement dated August 5, 2025 with J.P. Morgan Securities LLC and BofA Securities, Inc. acting as representatives of the underwriters. The notes were sold under a Registration Statement on Form S-3 (File No. 333-277791), with a prospectus dated March 8, 2024 and a prospectus supplement dated August 5, 2025. They were issued under an Indenture dated August 8, 2025 with Wilmington Trust, National Association, as trustee, as supplemented by a First Supplemental Indenture of the same date. The filing is primarily a disclosure of the debt issuance and its legal documentation. It attaches the underwriting agreement, indenture, supplemental indenture, form of global note, and a legality opinion from Davis Polk & Wardwell LLP.

Aug 8, 2025 8-K

Msci 8-K Report, Financial Results (Jul 22, 2025)

MSCI Inc. reported financial results for the second quarter and six months ended June 30, 2025, in a press release furnished as Exhibit 99.1 to this Form 8-K. Second-quarter operating revenues were $772.7 million, up 9.1% (organic growth of 8.3%), and operating margin was 55.0%. Diluted EPS was $3.92, up 16.3%, and adjusted EPS was $4.17, up 14.6%. Asset-based fees rose 12.7%, recurring subscription revenues rose 7.9%, and total Run Rate reached $3,106.7 million, up 10.7%. Retention Rate was 94.4%, compared with 94.8% a year earlier. Cash flow and capital returns were also prominent. Net cash provided by operating activities was $336.1 million, down 3.8%, and free cash flow (non-GAAP) was $301.6 million, down 6.3%. In the quarter, MSCI repurchased $131.2 million of shares and paid about $139.3 million in dividends. The Board declared a $1.80 per share dividend for third quarter 2025, and about $1.2 billion remained on the repurchase authorization as of July 21, 2025. Total principal debt outstanding was $4.5 billion, equal to 2.5x trailing adjusted EBITDA against a stated target range of 3.0x to 3.5x. The company issued full-year 2025 guidance, including operating expenses of $1,405 to $1,445 million, adjusted EBITDA expenses of $1,220 to $1,250 million, an effective tax rate of 17.5% to 20.0%, and free cash flow of $1,400 to $1,460 million. The filing notes that results could differ materially from this guidance, citing macroeconomic and capital markets assumptions.

Jul 22, 2025 8-K

Msci 8-K Report, Shareholder Vote Results (Apr 24, 2025)

MSCI Inc. held its virtual annual meeting of stockholders on April 22, 2025, with 77,601,625 shares of common stock outstanding and entitled to vote, each carrying one vote. Stockholders elected all twelve director nominees, with each receiving a majority of the votes cast "for" or "against" them. Robert G. Ashe, Henry A. Fernandez, Robin Matlock, Jacques P. Perold, C.D. Baer Pettit, Sandy C. Rattray, Linda H. Riefler, Michelle Seitz, Marcus L. Smith, Rajat Taneja, Paula Volent, and June Yang were all elected. Fernandez and Riefler drew the most opposing votes, with 3,795,780 and 2,395,469 "against" votes respectively. Stockholders approved, by advisory vote, the company's executive compensation, with 59,555,486 votes "for" and 3,822,943 "against." They also approved the MSCI Inc. 2025 Omnibus Incentive Plan, with 61,682,565 votes "for" and 1,761,367 "against." Stockholders ratified the appointment of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2025, with 66,792,048 votes "for," 1,094,005 "against," and 102,599 abstentions. For investors, the filing reports the outcome of routine governance matters: board elections, a say-on-pay advisory vote, a new equity incentive plan, and auditor ratification. Each proposal was approved or ratified, and the filing reports no additional corporate actions. Broker non-votes of 4,415,152 were recorded on the director, say-on-pay, and omnibus plan proposals.

Apr 24, 2025 8-K

Msci 8-K Report, Financial Results (Apr 22, 2025)

MSCI Inc. (NYSE: MSCI) reported first quarter 2025 results on April 22, 2025, as furnished in Exhibit 99.1 to this Form 8-K. Operating revenues were $745.8 million, up 9.7%, with organic operating revenue growth of 9.9%. Recurring subscription revenues rose 7.7% and asset-based fees rose 18.1%. Operating margin was 50.6% and adjusted EBITDA margin was 57.1%. Diluted EPS was $3.71, up 15.2%, and adjusted EPS was $4.00, up 13.6%. Net income was $288.6 million, up 12.8%. The company reported a total Run Rate of $2,979.2 million, up 9.3%, with organic recurring subscription Run Rate growth of 8.2% and a Retention Rate of 95.3%, compared with 92.8% a year earlier. Total operating expenses rose 8.3%, driven by higher compensation from increased headcount and higher severance costs. Headcount was 6,184 employees, a 5.6% increase. Free cash flow was $268.9 million, down 2.5% year over year. Total debt principal was $4.6 billion, with a debt-to-adjusted EBITDA ratio of 2.6x against a target range of 3.0x to 3.5x. For capital allocation, MSCI repurchased $275.4 million of shares (493,322 shares) in the quarter through April 21, 2025, and about $1.3 billion remains on its repurchase authorization. The Board declared a $1.80 per share dividend for the second quarter of 2025, payable May 30, 2025. The filing also includes full-year 2025 guidance, including operating expense of $1,405 to $1,445 million, adjusted EBITDA expense of $1,220 to $1,250 million, and free cash flow of $1,400 to $1,460 million.

Apr 22, 2025 8-K

Leadership ChangesRegulation FD

Msci 8-K Report, Executive Changes (Feb 25, 2025)

MSCI Inc. (MSCI) filed this Form 8-K on February 25, 2025 to disclose a board change under Item 5.02. On February 23, 2025, director Wayne Edmunds notified the company of his decision to retire from the Board of Directors and not stand for re-election at the Company's 2025 Annual Meeting of Shareholders. Mr. Edmunds has served on the Board since 2015 and currently sits on the Audit and Risk Committee and the Compensation, Talent and Culture Committee. The filing states that his decision is not due to any disagreement with MSCI's management or the Board regarding the Company's operations, policies or practices. Following his retirement at the 2025 Annual Meeting, the Board intends to reduce its size from thirteen to twelve members. The filing does not disclose any financial results, guidance, or compensatory arrangements, so the disclosure is limited to governance and board composition. For investors, the filing is a routine governance update rather than a signal of operational or financial change. The retirement is described as non-adversarial, and the planned board reduction is the only structural change disclosed.

Feb 25, 2025 8-K

Msci 8-K Report, Executive Changes (Jan 31, 2025)

MSCI Inc. filed this Form 8-K to disclose compensation actions for Chairman and CEO Henry A. Fernandez. On January 27, 2025, the Compensation, Talent, and Culture Committee approved a one-time premium-priced stock option award with a total grant-date value of $15.0 million, grant date on or around January 31, 2025. The options are split equally across three tranches with exercise prices of $1,000, $1,100, and $1,200, against a stock price close of $590.73 on January 30, 2025. The options vest on the fifth anniversary of the grant date, subject to continued service, and have a ten-year term. The Committee also raised Mr. Fernandez's annual long-term equity incentive compensation from $11.6 million to $14.6 million, effective January 27, 2025. This 2025 award is entirely performance-based, with 70% in three-year performance stock options tied to cumulative revenue and cumulative adjusted EPS goals and 30% in three-year performance stock units tied to total shareholder return goals. No changes were made to his base salary or target annual cash incentive. Under Item 7.01, the filing states that these compensation actions are reflected in the expense guidance included in the earnings press release furnished on January 29, 2025, which is Exhibit 99.1 to a separate Form 8-K. The filing states that the Committee cited a total shareholder return CAGR of 23.5% versus 10.6% for the S&P 500 from the 2007 IPO through year-end 2024, and that the share price rose more than 37-fold over that period.

Jan 31, 2025 8-K/A

Msci 8-K/A Report, Executive Changes (Jan 30, 2025)

This Form 8-K/A amends a December 17, 2024 Current Report under Item 5.02 to report a board committee appointment for MSCI Inc. (the "Company"). The original filing announced that the Board of Directors had appointed June Yang as an independent director, effective December 17, 2024, without any committee assignment at that time. On January 28, 2025, the Board appointed Ms. Yang to the Audit and Risk Committee (the "Audit Committee"), effective the same day. The filing makes no other changes to her board role. As compensation for her Audit Committee service, Ms. Yang is entitled to an annual retainer of $10,000, payable in cash or stock at her election, under the non-employee director compensation program described in the Company's proxy statement filed March 13, 2024. The retainer is prorated from the start of her committee service.

Jan 30, 2025 8-K

Msci 8-K Report, Financial Results (Jan 29, 2025)

MSCI Inc. reported fourth-quarter and full-year 2024 results on January 29, 2025, furnishing a press release as Exhibit 99.1. For Q4 2024, operating revenues were $743.5 million, up 7.7% (organic growth of 7.4%), operating margin was 54.5%, and adjusted EBITDA margin was 60.8%. Diluted EPS was $3.90, down 23.1%, while adjusted EPS was $4.18, up 13.6%. Net income for the quarter was $305.5 million, down 24.3%, reflecting a $143.0 million non-taxable one-time gain on the Burgiss remeasurement recorded in Q4 2023. For full year 2024, operating revenues were $2.86 billion, up 12.9%, with adjusted EBITDA of $1.72 billion, up 12.7%, and adjusted EPS of $15.20, up 12.4%. The company ended 2024 with a total Run Rate of $2.92 billion, up 8.8%, and a Retention Rate of 93.1% for the quarter. Asset-based fees rose 20.8% in Q4, driven by higher average AUM in ETFs linked to MSCI equity indexes. Cash and cash equivalents were $409.4 million, total debt principal was $4.5 billion, and the debt-to-adjusted-EBITDA ratio was 2.6x against a stated target range of 3.0x to 3.5x. Free cash flow for Q4 rose 7.5% to $394.7 million. The board declared a first-quarter 2025 dividend of $1.80 per share, an increase of 12.5%. Full-year 2025 guidance includes operating expense of $1,405 to $1,445 million, adjusted EBITDA expense of $1,220 to $1,250 million, an effective tax rate of 17.5% to 20.0%, capital expenditures of $115 to $125 million, and free cash flow of $1,400 to $1,460 million. The filing notes that $1.5 billion remained on the share repurchase authorization as of January 28, 2025.

Jan 29, 2025 8-K

Earnings & ResultsOther EventsExhibits & Filings

Msci 8-K Report, Executive Changes (Dec 17, 2024)

MSCI Inc. (NYSE: MSCI) reported in a Form 8-K dated December 17, 2024 that its Board of Directors appointed June Yang as an independent director, effective December 17, 2024. Following her appointment, the Board will comprise thirteen directors. The Board determined Ms. Yang is independent under the Company's Corporate Governance Policies and under NYSE and SEC independence standards. She will serve until the next annual shareholder meeting or until her successor is elected, or earlier upon death, resignation or removal. Under the non-employee director compensation program described in the company's proxy statement filed March 13, 2024, Ms. Yang is entitled to an annual cash or stock retainer of $90,000 and an annual restricted stock unit award with an aggregate fair market value of $210,000 under the MSCI Inc. 2016 Non-Employee Directors Compensation Plan. Both the retainer and initial RSU award will be prorated from the start of her service, and the initial RSU award is scheduled to vest on May 1, 2025. The filing states she has never been employed by the company or its subsidiaries, and that there are no family relationships or selection arrangements with other persons. Ms. Yang previously served as Vice President, Cloud AI and Industry Solutions at Google Cloud Inc. from October 2021 to December 2023, and currently serves as a director of NetApp, Inc. (since September 2024) and UiPath, Inc. (since February 2024). The company also furnished a press release (Exhibit 99.1) under Item 7.01 announcing the appointment, which is furnished rather than filed for purposes of Section 18 of the Exchange Act.

Dec 17, 2024 8-K

Msci 8-K Report, Financial Results (Oct 29, 2024)

MSCI Inc. reported third-quarter 2024 operating revenues of $724.7 million, up 15.9%, with organic operating revenue growth of 11.1%. Operating income was $401.3 million, up 13.6%, and the operating margin was 55.4%, compared to 56.5% in the third quarter of 2023. Net income was $280.9 million, up 8.2%, and diluted EPS was $3.57, up 9.2%. Adjusted EBITDA was $450.7 million, up 16.7%, with an adjusted EBITDA margin of 62.2%, and adjusted EPS was $3.86, up 11.9%. Total Run Rate reached $2,894.2 million at September 30, 2024, up 17.3%, while the Retention Rate was 94.2%, compared to 95.4% a year earlier. The filing attributes growth in Private Assets revenue largely to the step acquisition of Burgiss, and notes that asset-based fees rose 19.5% on higher assets under management in index-linked products. Capital allocation was active during the quarter. MSCI repurchased $198.7 million of stock (380,397 shares at an average price of $522.47) and paid approximately $125.4 million in dividends. On October 28, 2024, the Board authorized a new share repurchase program of up to $1.5 billion, which together with the remaining prior authorization brings total capacity to approximately $1,905.4 million. The Board also declared a fourth-quarter cash dividend of $1.60 per share. At September 30, 2024, cash and cash equivalents were $501.0 million and total debt principal was $4.5 billion, equal to 2.7x trailing adjusted EBITDA, below the company's stated target range of 3.0x to 3.5x. MSCI updated its full-year 2024 guidance. The company now expects net cash provided by operating activities of $1,420 to $1,470 million, up from $1,330 to $1,380 million, and free cash flow of $1,305 to $1,365 million, up from $1,225 to $1,285 million. Capital expenditures guidance was raised to $105 to $115 million from $95 to $105 million, while the effective tax rate range narrowed to 18.0% to 19.5% from 18% to 21%. Operating expense and adjusted EBITDA expense guidance were unchanged at $1,305 to $1,345 million and $1,130 to $1,160 million, respectively.

Oct 29, 2024 8-K

Msci 8-K Report, Executive Changes (Aug 1, 2024)

MSCI Inc. (NYSE: MSCI) disclosed in this Form 8-K that its Board of Directors appointed Michelle Seitz as an independent director, effective August 5, 2024, on July 31, 2024. Ms. Seitz will serve on the Audit and Risk Committee, and the Board will have 12 directors following her appointment. The Board determined she is independent under the Company's Corporate Governance Policies and under NYSE and SEC independence standards. Under the non-employee director compensation program described in the company's March 13, 2024 proxy statement, Ms. Seitz is entitled to an annual cash or stock retainer of $90,000, an annual RSU award with an aggregate fair market value of $210,000 under the MSCI Inc. 2016 Non-Employee Directors Compensation Plan, and a $10,000 annual retainer for Audit and Risk Committee service. The retainers and initial RSU award will be prorated from her start date, and the initial RSU award is scheduled to vest on May 1, 2025. Ms. Seitz is the Founder and CEO of MeydenVest Partners, a role held since September 2022, and previously served as CEO and Chairman at Russell Investments. The filing also states that she has never been employed by the company or its subsidiaries and that there are no family relationships or arrangements tied to her selection. The appointment is a governance update and does not include financial results or guidance.

Aug 1, 2024 8-K

Msci 8-K Report, Executive Changes (Jul 26, 2024)

MSCI Inc. filed a Form 8-K dated July 26, 2024, reporting that Chirantan CJ Desai notified the Board of Directors on July 25, 2024 of his resignation as a director of the Company, effective the same date. The filing states that Mr. Desai's decision to resign is not because of a disagreement with the Company or the Board on any matter relating to the Company's operations, policies or practices. The filing is limited to this single Item 5.02 disclosure, a director departure under Item 5.02 of Form 8-K. It contains no financial results, guidance, or information on a replacement director or changes to compensatory arrangements. The report is signed by Henry A. Fernandez, Chairman and Chief Executive Officer. For investors, the event is a board-level change with no stated disagreement behind it. The filing itself does not state the reasons for the resignation beyond that, nor does it name a successor.

Jul 26, 2024 8-K

Msci 8-K Report, Financial Results (Jul 23, 2024)

MSCI Inc. reported second-quarter 2024 results (three months ended June 30, 2024) in a press release furnished as Exhibit 99.1. Operating revenues were $707.9 million, up 14.0%, with organic operating revenue growth of 9.7%. Operating income was $382.6 million, up 10.6%, and operating margin was 54.0%, compared with 55.7% a year earlier. Net income was $266.8 million, up 8.1%, and diluted EPS was $3.37, up 9.1%. Adjusted EBITDA was $430.0 million, up 14.0%, with an adjusted EBITDA margin of 60.7%, flat year over year. Adjusted EPS was $3.64, up 11.7%. Total Run Rate reached $2,807.3 million, up 14.6%, and organic recurring subscription Run Rate growth was 8.6%. Retention Rate was 94.8%, compared with 95.5% in second quarter 2023. Growth was broad across segments. Index operating revenues rose 9.6%, with asset-based fees up 18.2%. Analytics revenues rose 10.8%, and ESG and Climate revenues rose 12.1%. All Other - Private Assets revenues rose 72.0%, driven largely by Private Capital Solutions and acquisitions; its organic growth was 1.3%. Operating expenses rose 18.2% to $325.3 million, including $37.5 million from recently acquired businesses. Net cash provided by operating activities rose 19.7% to $349.2 million, and free cash flow rose 21.3% to $321.9 million. The company reaffirmed or updated full-year 2024 guidance: operating expense of $1,305 to $1,345 million (raised from $1,300 to $1,340 million), D&A expense of $175 to $185 million (raised from $170 to $180 million), and unchanged adjusted EBITDA expense, interest expense, tax rate, capex, operating cash flow and free cash flow ranges. The board declared a $1.60 per share dividend for third quarter 2024, and the company repurchased $289.9 million of shares through July 19, 2024.

Jul 23, 2024 8-K

Msci 8-K Report, Executive Changes (Jun 17, 2024)

MSCI Inc. filed this Form 8-K on June 17, 2024 to report a leadership change in its finance organization. The Board of Directors appointed C. Jack Read as Global Controller and Chief Accounting Officer, and designated him principal accounting officer, both effective August 8, 2024. Andrew C. Wiechmann, the Company's Chief Financial Officer, will no longer be designated as principal accounting officer. Mr. Read, age 56, most recently served as Chief Accounting Officer and Controller at Citizens Financial Group, Inc. from 2018 to 2024, and previously held various roles at Mitsubishi UFJ Financial Group, Inc. from 2010 to 2018. The filing states that the Compensation, Talent and Culture Committee approved an offer letter with the following terms: a base salary of $500,000 per year, a 2024 target annual cash bonus of $500,000 (payable between 0% and 150% of target), and an LTIP award with an aggregate target grant date value of $600,000. To replace forfeited incentives at Citizens, Mr. Read is entitled to an $800,000 sign-on cash bonus, paid in three installments, and a sign-on restricted stock unit award with a target grant date value of $500,000 that vests fully on the fifth anniversary of the grant date. The filing states there are no family relationships with directors or executive officers and no related person transactions.

Jun 17, 2024 8-K

Msci 8-K Report, Shareholder Vote Results (Apr 24, 2024)

MSCI Inc. held its annual meeting of stockholders virtually on April 23, 2024. As of the record date, 79,223,562 shares of common stock, each entitled to one vote, were issued and outstanding and eligible to vote. The filing reports voting results for four proposals, all presented to stockholders at the meeting. Stockholders elected all twelve nominees to the Board of Directors, each receiving a majority of the votes cast for or against him or her. Among the nominees, Linda H. Riefler received the fewest votes in favor (62,630,785) and the most votes against (5,029,294). Stockholders also approved, on a non-binding basis, the company's executive compensation (65,745,530 for, 1,828,172 against, 295,984 abstentions, 3,813,520 broker non-votes). They ratified the appointment of PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2024, with 71,059,058 votes for and 462,637 against. A shareholder proposal asking the company to report on "Chinese Military-Industry Companies" in its indices was not approved, receiving 300,200 votes for and 66,608,218 against, with 961,268 abstentions and 3,813,520 broker non-votes.

Apr 24, 2024 8-K

Msci 8-K Report, Financial Results (Apr 23, 2024)

MSCI Inc. (NYSE: MSCI) reported first quarter 2024 results on April 23, 2024, with operating revenues of $680.0 million, up 14.8%, and organic operating revenue growth of 10.3%. Operating income was $339.4 million, up 7.9%, and net income was $256.0 million, up 7.2%. Diluted EPS was $3.22, up 8.4%, and Adjusted EPS was $3.52, up 12.1%. Adjusted EBITDA was $383.6 million, up 11.3%, with an adjusted EBITDA margin of 56.4%, compared to 58.2% a year earlier. Operating margin declined to 49.9% from 53.1%, reflecting total operating expenses up 22.7%, driven by higher compensation tied to headcount growth and recent acquisitions. Growth was led by asset-based fees, which rose 12.9% on record AUM in MSCI-linked index products. Recurring subscription revenues rose 15.2%, but the Retention Rate fell to 92.8% from 95.2%, with management attributing elevated cancels to a concentration of unusual client events, including a large banking merger, and stating it does not expect that level of cancels to continue. Analytics delivered its highest first quarter in a decade for new recurring sales, according to management. MSCI generated free cash flow of $275.9 million and paid approximately $126.8 million in dividends during the quarter. The Board declared a $1.60 per share cash dividend for second quarter 2024. Full-year 2024 guidance includes operating expense of $1,300 to $1,340 million, adjusted EBITDA expense of $1,130 to $1,160 million, and free cash flow of $1,225 to $1,285 million. Total debt was $4.5 billion, with a debt to adjusted EBITDA ratio of 2.9x, and the company seeks to maintain a target range of 3.0x to 3.5x.

Apr 23, 2024 8-K

Msci 8-K Report, Executive Changes (Mar 11, 2024)

MSCI Inc. filed this Form 8-K on March 11, 2024 to report that its Board of Directors appointed Chirantan "CJ" Desai as an independent director, effective March 11, 2024, bringing the Board to thirteen directors. Mr. Desai will serve on the Strategy and Finance Committee. He is President and Chief Operating Officer of ServiceNow, Inc., a role he has held since January 2023. The Board determined he is independent under company governance policies and NYSE and SEC standards. Under the non-employee director compensation program described in the company's March 15, 2023 proxy statement, Mr. Desai receives an annual cash or stock retainer of $80,000, an annual RSU award with an aggregate fair market value of $185,000, and a $10,000 annual retainer for Strategy and Finance Committee service. The retainers and initial RSU award are prorated from the effective date, and the initial RSU award is scheduled to vest on May 1, 2024. The filing also discloses that during 2023 MSCI purchased software product licenses from ServiceNow on arm's length terms for approximately $0.8 million. The filing's main investor-relevant message is the board addition, which the company tied to its push to accelerate technology-driven and AI-powered client services. The related-party purchase is small in amount and was disclosed as ordinary-course business. The press release attached as Exhibit 99.1 is furnished under Item 7.01 and is not deemed filed for Section 18 purposes.

Mar 11, 2024 8-K

Material AgreementsFinancial EventsOther Events+1

Msci 8-K Report, Financial Results (Jan 30, 2024)

MSCI Inc. reported fourth-quarter and full-year 2023 results on January 30, 2024, furnishing a press release as Exhibit 99.1. For Q4 2023, operating revenues were $690.1 million, up 19.8% (organic growth 14.7%), operating income was $370.7 million, up 20.1%, and Adjusted EBITDA was $414.6 million, up 22.3%, with an Adjusted EBITDA margin of 60.1%. Diluted EPS was $5.07, up 89.9%, and Adjusted EPS was $3.68, up 29.6%. For full year 2023, operating revenues were $2.53 billion, up 12.5%, and diluted EPS was $14.39, up 34.2%. Q4 net income of $403.4 million included a non-taxable, one-time $143.0 million gain on remeasurement of the equity method investment in Burgiss. The company reported a Total Run Rate of $2,686.2 million at December 31, 2023, up 15.8%, and a Q4 Retention Rate of 93.6%. Total debt principal was $4.5 billion, with a debt-to-Adjusted EBITDA ratio of 3.0x against a stated target range of 3.0x to 3.5x. After year-end, MSCI entered an amended credit agreement providing a $1.25 billion revolving credit facility, which was drawn to prepay its term loan A. The Board declared a first-quarter 2024 dividend of $1.60 per share, an increase of 15.9%. For full-year 2024, MSCI guided to operating expenses of $1,300 to $1,340 million, Adjusted EBITDA expenses of $1,130 to $1,160 million, an effective tax rate of 18% to 21%, capital expenditures of $95 to $105 million, operating cash flow of $1,330 to $1,380 million, and free cash flow of $1,225 to $1,285 million.

Jan 30, 2024 8-K

Msci 8-K Report, Material Agreement (Jan 29, 2024)

On January 26, 2024, MSCI Inc. entered into a Second Amended and Restated Credit Agreement with a syndicate of lenders and JPMorgan Chase Bank, N.A. as administrative agent. The agreement makes $1,250.0 million of revolving loan commitments available, drawable until January 26, 2029, and amends and restates the Amended and Restated Credit Agreement dated June 9, 2022. The revolving loans were drawn at closing in an amount sufficient to prepay all term loans outstanding under the existing agreement. The obligations are general unsecured obligations of the Company and are not guaranteed by any subsidiary. The facility bears interest at variable rates based on SOFR or the Base Rate plus an applicable margin tied to the company's senior unsecured long-term debt ratings. While the debt is rated BBB-/BBB- by S&P and Fitch, the margin is 0.50% for Base Rate loans and 1.50% for SOFR loans. The agreement includes covenants restricting subsidiary indebtedness, liens, sale/leasebacks and mergers, and requires a maximum Consolidated Leverage Ratio of 4.25:1.00 (4.50:1.00 for four fiscal quarters following a material acquisition) and a minimum Consolidated Interest Coverage Ratio of 4.00:1.00. Proceeds are for general corporate purposes, including working capital and acquisitions. In connection with the refinancing, the subsidiary guarantors were released from their guarantees under the existing credit agreement and under six senior notes indentures, in accordance with the terms of those indentures, effective January 26, 2024. The filing also notes that the lenders and their affiliates have engaged in and may in the future engage in other banking transactions with the company.

Jan 29, 2024 8-K

Corporate ChangesExhibits & Filings

Msci 8-K Report, Bylaw Amendment (Nov 6, 2023)

MSCI Inc. filed this Form 8-K on November 6, 2023 to report that its Board of Directors approved and adopted amendments to the Company's Amended and Restated Bylaws, effective November 2, 2023. The amendments are designed to clarify and implement procedural and disclosure requirements for shareholders proposing director nominations at annual or special meetings, in connection with the SEC's universal proxy rules under Rule 14a-19 of the Securities Exchange Act of 1934. The filing also describes other technical, conforming, clarifying and modernizing revisions to the Bylaws. The key changes tighten the requirements for activist or dissident shareholders. Nominating shareholders must provide expanded information about themselves, their nominees and their affiliates, keep that information updated and supplemented, and represent that they intend to solicit holders of at least 67% of the voting power entitled to vote on director elections. Shareholders soliciting proxies must use a proxy card color other than white, which is reserved for the Board. Shareholders may nominate no more than the number of directors to be elected at the meeting. The Bylaws also remove the limit on the maximum number of directors on the Board. The filing contains no financial results or operating information. For investors, the amendments are governance changes that affect how shareholders can nominate directors and run proxy contests. The full Amended and Restated Bylaws are filed as Exhibit 3.1, and the cover page interactive data file is filed as Exhibit 104.

Nov 6, 2023 8-K

Msci 8-K Report, Financial Results (Oct 31, 2023)

MSCI Inc. (NYSE: MSCI) reported third quarter 2023 results on October 31, 2023, with operating revenues of $625.4 million, up 11.6%, and organic operating revenue growth of 10.9%. Operating income was $353.3 million, up 14.1%, with an operating margin of 56.5% versus 55.2% a year earlier. Diluted EPS was $3.27, up 22.0%, and Adjusted EPS was $3.45, up 21.1%. Net income was $259.7 million, up 19.9%, and Adjusted EBITDA was $386.3 million, up 13.3%, with an Adjusted EBITDA margin of 61.8%. The company reported a Retention Rate of 95.4%, compared with 96.4% in third quarter 2022, and total Run Rate of $2,468.4 million, up 12.0%. Index, the largest segment, generated revenues of $362.1 million, up 12.4%. ESG and Climate revenues rose 26.8% to $73.0 million, and Analytics revenues rose 6.5% to $154.3 million. Net cash provided by operating activities declined 9.9% to $291.1 million, and free cash flow fell 11.4% to $270.2 million, which management attributed mainly to higher tax payments and operating expenses. MSCI raised its Full-Year 2023 operating expense guidance to $1,135 to $1,165 million from $1,090 to $1,130 million, and raised Adjusted EBITDA expense guidance to $1,000 to $1,020 million from $965 to $995 million. The company declared a $1.38 per share dividend for fourth quarter 2023, payable November 30, 2023. Total debt principal was $4.5 billion, and the debt to adjusted EBITDA ratio was 3.1x on a trailing twelve-month basis.

Oct 31, 2023 8-K

Other Events

Msci 8-K Report, Corporate Update (Oct 2, 2023)

On October 2, 2023, MSCI Inc. filed a Current Report on Form 8-K under Item 8.01 (Other Events) announcing that it has completed its previously announced acquisition of The Burgiss Group, LLC ("Burgiss"). The filing attaches a press release (Exhibit 99.1) dated the same day. According to that release, the acquisition was originally announced on August 14, 2023, and Burgiss is described as a market-leading provider of data, analytics, and technology solutions for investors in private assets. Chairman and CEO Henry Fernandez said the company is "thrilled" to complete the deal and that, as part of MSCI's integrated franchise, it will "dramatically expand and strengthen our solutions across client segments." He also stated that the combination will help promote greater transparency for investors in private assets. The press release's forward-looking statements refer to the planned integration of Burgiss and the prospects for the newly acquired business. The filing does not disclose the purchase price, financial terms, or the expected financial impact of the transaction. Investors seeking those details would need to look to other MSCI disclosures.

Oct 2, 2023 8-K

Msci 8-K Report, Executive Changes (Aug 24, 2023)

MSCI Inc. filed this Form 8-K on August 24, 2023 under Item 5.02 to disclose a leadership change in its finance organization. Jennifer H. Mak, the Company's Global Controller, Head of Finance Operations and principal accounting officer, informed MSCI on August 18, 2023 of her intention to resign to pursue another opportunity. The filing states that her resignation was not the result of any disagreement with the Company on matters relating to its financial statements, internal controls, operations, policies, or practices. Ms. Mak will remain with the Company through September 7, 2023 to help facilitate the transition of her responsibilities. Effective August 24, 2023, Andrew C. Wiechmann, the Company's Chief Financial Officer, will assume the responsibilities of principal accounting officer on an interim basis. The filing incorporates Mr. Wiechmann's biographical information by reference from the Company's Annual Report on Form 10-K filed February 10, 2023. No new compensatory arrangements will be entered into with Mr. Wiechmann in connection with this interim role. For investors, the filing is a routine executive transition with no stated financial results, guidance, or financial figures. The key points are the non-disagreement statement, the short transition period, and the interim assumption of the principal accounting officer role by the CFO.

Aug 24, 2023 8-K

Regulation FD

Msci 8-K Report, Regulation FD Disclosure (Aug 14, 2023)

On August 14, 2023, MSCI Inc. announced a definitive agreement to acquire the remaining 66% of The Burgiss Group, LLC ("Burgiss") for $697 million in cash. MSCI notes that, including its initial investment in January 2020, it will have invested an aggregate of $913 million to acquire all of Burgiss. Burgiss is a Hoboken, New Jersey-based provider of data, analytics, and technology for investors in private assets, with research-quality performance data dating back to 1978, a dataset covering over 13,000 private asset funds representing $15 trillion in cumulative investments, and approximately 1,000 clients in 40 countries. The acquisition is intended to expand MSCI's private assets leadership alongside its existing private real estate business, which includes Real Capital Analytics (acquired September 2021). It also adds the Burgiss Caissa Platform, a multi-asset class technology solution for institutional investors, which MSCI expects will support its total portfolio investing offering. Burgiss is expected to generate over $90 million of revenue in 2023, with an EBITDA margin and operating income margin in the mid-teens. MSCI expects to fund the purchase consideration from existing liquidity sources, and Burgiss's results will be reported in the All Other – Private Assets reportable segment. The transaction is expected to close in the fourth quarter of 2023, subject to regulatory approvals and customary closing conditions. Management will host a conference call on August 14, 2023, at 11:00 a.m. Eastern Time to review the deal. The Burgiss financial measures cited are unaudited and non-GAAP.

Aug 14, 2023 8-K

Msci 8-K Report, Financial Results (Jul 25, 2023)

MSCI Inc. reported financial results for its second quarter ended June 30, 2023, furnished as Exhibit 99.1 to this Form 8-K. Operating revenues were $621.2 million, up 12.6%, with organic operating revenue growth of 12.8%. Operating income was $346.0 million, up 15.2%, and the operating margin was 55.7%, compared with 54.4% in the second quarter of 2022. Net income was $246.8 million, up 17.2%, and diluted EPS was $3.09, up 19.3%. Adjusted EPS was $3.26, up 17.3%, and adjusted EBITDA was $377.3 million, up 13.9%, with an adjusted EBITDA margin of 60.7%. Key operating metrics were solid. Organic recurring subscription Run Rate growth was 11.3%, the Retention Rate was 95.5% (flat year over year), and Total Run Rate reached $2,449.8 million, up 10.7%. Index segment revenue rose 12.9% and ESG and Climate revenue rose 29.2%, while Analytics revenue grew 5.8% and All Other – Private Assets grew 10.9%. Asset-based fees increased 4.5%. On capital allocation, MSCI repurchased $458.7 million, or 979,623 shares, in the second quarter and through July 24, 2023, at an average price of $468.26, and about $0.8 billion remained on the repurchase authorization. Dividends of approximately $109.6 million were paid in the quarter, and the Board declared a $1.38 per share dividend for the third quarter, payable August 31, 2023. Full-year 2023 guidance was reaffirmed for most items, with capital expenditures raised to $80 to $90 million from $75 to $85 million, and total debt principal stood at $4.5 billion.

Jul 25, 2023 8-K

Msci 8-K Report, Shareholder Vote Results (Apr 27, 2023)

MSCI Inc. reported in this Form 8-K, under Item 5.07, the results of its annual meeting of stockholders held virtually on April 25, 2023. As of the record date, 80,063,020 shares of common stock, each entitled to one vote, were outstanding and eligible to vote. Stockholders elected all twelve board nominees, each of whom received a majority of the votes cast for or against him or her. Henry A. Fernandez received the most opposing votes of the group, with 2,383,296 against, while Linda H. Riefler received 3,349,296 against. Stockholders approved, on a non-binding basis, the company's executive compensation, with 68,958,260 votes for, 1,230,704 against and 218,845 abstaining. On the frequency of future advisory say-on-pay votes, 69,827,553 votes favored every year, 6,595 favored every two years, 454,678 favored every three years and 118,983 abstained. Based on these results, the company will hold the advisory vote every year until the next required frequency vote. Stockholders also ratified the appointment of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2023, with 73,234,762 votes for, 369,119 against and 208,947 abstaining. The filing reports 3,405,019 broker non-votes on the director election, executive compensation and frequency proposals.

Apr 27, 2023 8-K

Msci 8-K Report, Financial Results (Apr 25, 2023)

MSCI Inc. (NYSE: MSCI) reported first-quarter 2023 results on April 25, 2023, as furnished in Exhibit 99.1. Operating revenues were $592.2 million, up 5.8%, with organic operating revenue growth of 7.2%. Recurring subscription revenues rose 11.4%, while asset-based fees fell 8.2%. Operating income was $314.6 million, up 8.9%, for an operating margin of 53.1%. Net income was $238.7 million, up 4.5%, and diluted EPS was $2.97, up 6.8%. Adjusted EBITDA was $344.7 million, up 8.2%, with an adjusted EBITDA margin of 58.2%. Adjusted EPS was $3.14, up 5.4%. Key operating metrics included total Run Rate of $2,379.1 million, up 6.7%, organic recurring subscription Run Rate growth of 12.1%, and a Retention Rate of 95.2%, compared with 95.9% a year earlier. ESG and Climate was the fastest-growing segment, with operating revenues up 28.9%. Analytics revenues rose 5.2%, Index revenues rose 2.6%, and All Other - Private Assets revenues rose 3.6%. Management cited market turmoil affecting ESG and Real Estate sales. Balance sheet items show cash and cash equivalents of $1,080.6 million and total debt principal of $4.5 billion, with a debt-to-adjusted-EBITDA ratio of 3.3x against a target range of 3.0x to 3.5x. The company declared a $1.38 per share quarterly dividend for the second quarter of 2023 and had approximately $1.3 billion remaining on its share repurchase authorization. Full-year 2023 guidance projects operating expense of $1,090 to $1,130 million, free cash flow of $1,060 to $1,120 million, and an effective tax rate of 17.0% to 20.0%.

Apr 25, 2023 8-K

Regulation FD

Msci 8-K Report, Regulation FD Disclosure (Mar 13, 2023)

MSCI Inc. filed this Current Report on Form 8-K under Item 7.01 (Regulation FD Disclosure) on March 13, 2023 to confirm that the Company does not hold cash deposits, securities or other investments at Silicon Valley Bank or Signature Bank. The disclosure addresses investor concern about exposure to the two banks that were in the spotlight during the regional banking stress of that period. The filing is a brief, voluntary statement and contains no financial results, guidance, or quantitative data. The Company furnished the information under Item 7.01, stating that it is not deemed "filed" for purposes of Section 18 of the Exchange Act and is not incorporated by reference into other filings absent specific reference. The filing also points readers to the risk factors in MSCI's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 10, 2023, and to subsequent 10-Q and 8-K filings, for factors that could affect actual results. The Company disclaims any obligation to update its forward-looking statements except as required by law.

Mar 13, 2023 8-K

Msci 8-K Report, Executive Changes (Jan 31, 2023)

MSCI Inc. filed this Form 8-K to report two matters: the Board of Directors appointed C.D. Baer Pettit, the Company's President and Chief Operating Officer, as a director effective January 30, 2023, and the Compensation, Talent and Culture Committee approved an increase in annual long-term incentive compensation for Chief Financial Officer Andrew C. Wiechmann from $1,300,000 to $2,100,000 on January 27, 2023. No changes were approved to his annual base salary or annual target cash incentive compensation. Following Mr. Pettit's appointment, the Board is comprised of twelve directors. The filing states the Board does not expect to appoint him to any of its four standing committees, and he will receive no additional compensation for his board service. He joined the Company in 2000, has served as President since October 2017 and Chief Operating Officer since January 2020, and is responsible for the Company's commercial and operational functions. The press release states that the Board includes 10 independent directors. For investors, the filing is primarily a governance update: it adds an internal executive to the Board and discloses a materially higher long-term incentive award for the CFO. The filing also states that there are no family relationships or related person transactions involving Mr. Pettit. The press release attached as Exhibit 99.1 contains quotations from Chairman and CEO Henry A. Fernandez and Lead Director Robert G. Ashe supporting the appointment.

Jan 31, 2023 8-K

Msci 8-K Report, Financial Results (Jan 31, 2023)

MSCI Inc. (NYSE: MSCI) reported financial results for the fourth quarter and full year ended December 31, 2022, furnished as Exhibit 99.1 to this Form 8-K. Fourth-quarter operating revenues were $576.2 million, up 4.8%, with organic operating revenue growth of 6.8%. Recurring subscription revenues rose 13.1%, while asset-based fees fell 16.2%. Operating margin was 53.6% and adjusted EBITDA margin was 58.8%. Diluted EPS was $2.67, up 15.1%, and adjusted EPS was $2.84, up 13.1%. For full year 2022, operating revenues were $2,248.6 million, up 10.0%, and diluted EPS was $10.72, up 23.2%. The quarter showed divergent trends across the business. Recurring subscription Run Rate grew organically by 13.0%, and the full-year retention rate was a record 95.2%. Asset-based fees declined on lower average AUM in ETFs linked to MSCI equity indexes. Total Run Rate reached $2,320.3 million at December 31, 2022, up 5.3%. The ESG and Climate segment was the fastest grower, with quarterly revenues up 31.2% and Run Rate up 33.8%. For capital allocation, the company repurchased $1,284.8 million of shares in full year 2022 and through January 30, 2023, paid about $100.0 million in fourth-quarter dividends, and declared a first-quarter 2023 dividend of $1.38 per share, up 10.4%. Full-year 2023 guidance projects operating expense of $1,090 to $1,130 million, adjusted EBITDA expense of $965 to $995 million, and free cash flow of $1,060 to $1,120 million. Management cautioned that results could differ materially due to interest rates, inflation, Russia's invasion of Ukraine, and the COVID-19 pandemic.

Jan 31, 2023 8-K

Msci 8-K Report, Financial Results (Oct 25, 2022)

MSCI Inc. released its financial results for the third quarter and nine months ended September 30, 2022, furnishing the press release as Exhibit 99.1. Operating revenues were $560.6 million, up 8.4% (organic operating revenue growth of 7.2%), and net income was $216.6 million, up 27.5%. Diluted EPS was $2.68, up 32.0%, and Adjusted EPS was $2.85, up 12.6%. Adjusted EBITDA was $341.0 million, up 11.2%, with an Adjusted EBITDA margin of 60.8%. Recurring subscription revenues rose 17.5%, while asset-based fees fell 11.4%. The company reported a Retention Rate of 96.4% and an organic recurring subscription Run Rate growth of 14.2%. Total Run Rate reached $2.20 billion, up 5.1%. Segment results were mixed: Index revenues rose 0.2%, Analytics rose 6.3%, ESG and Climate rose 31.8%, and All Other – Private Assets rose 130.0%, driven in part by the RCA acquisition. Cash and cash equivalents were $867.1 million and total debt principal was $4.6 billion. Over the first nine months of 2022 and through October 24, 2022, MSCI repurchased $1.3 billion of shares, and its Board declared a $1.25 per share dividend for the fourth quarter. MSCI revised its full-year 2022 guidance: operating expense is now $1,030 to $1,060 million (previously $1,045 to $1,085 million), adjusted EBITDA expense is $910 to $940 million (previously $940 to $970 million), and free cash flow is $1,025 to $1,075 million (previously $1,005 to $1,055 million). Management cited ongoing uncertainty from COVID-19, elevated inflation and Russia's invasion of Ukraine as factors that could cause actual results to differ materially.

Oct 25, 2022 8-K

Other Events

Msci 8-K Report, Corporate Update (Jul 28, 2022)

MSCI Inc. filed this Form 8-K on July 28, 2022 to report that its Board of Directors authorized a new share repurchase program of up to $1.0 billion in aggregate value. The new program replaces and incorporates the remaining authorization under the company's previous program, approved October 29, 2020. Including the amount left under the prior program, MSCI is authorized to repurchase shares with an aggregate value of up to approximately $1,539.1 million as of July 28, 2022. The filing states that repurchases will depend on market conditions, available capital resources, applicable securities laws and other factors. Repurchases may be made through open market transactions, privately negotiated transactions, accelerated share repurchase transactions, trading plans, derivative transactions or other means. The filing also notes that since the company announced its first repurchase program in December 2012, it has repurchased a total of 47.9 million shares of common stock at an average price of $106.62 per share.

Jul 28, 2022 8-K

Material AgreementsFinancial EventsExhibits & Filings

Msci 8-K Report, Financial Results (Jul 26, 2022)

MSCI Inc. reported second-quarter 2022 results on July 26, 2022, with operating revenues of $551.8 million, up 10.8% (organic operating revenue growth of 8.4%). Operating income was $300.4 million, with an operating margin of 54.4%, and net income was $210.6 million, up 27.3%. Diluted EPS was $2.59, up 30.2%, and Adjusted EPS was $2.78, up 13.5%. Adjusted EBITDA was $331.1 million, up 12.3%, at a 60.0% margin. Recurring subscription revenues rose 16.9%, while asset-based fees declined 2.9%. Total Run Rate reached $2,213.2 million, up 11.8%, with organic recurring subscription Run Rate growth of 14.1% and a Retention Rate of 95.5%. By segment, Index operating revenues rose 4.9% to $320.9 million, Analytics rose 4.3% to $141.7 million, and ESG and Climate rose 40.2% to $55.1 million. All Other – Private Assets revenues more than doubled to $34.0 million, including $19.3 million from RCA, and organic revenues decreased 5.5%. The company also disclosed a $350.0 million term loan drawdown on June 9, 2022, leaving total debt principal of $4.6 billion, a total debt to adjusted EBITDA ratio of 3.5x, and cash of $842.3 million. Management updated full-year 2022 guidance: operating expense was lowered to $1,045 to $1,085 million, interest expense was raised to about $172 million, and free cash flow was lowered to $1,005 to $1,055 million. Management also declared a $1.25 per share quarterly dividend for third quarter 2022, an increase of 20.2%. The filing is furnished under Item 2.02 and is not deemed filed for Section 18 purposes. The results are presented alongside non-GAAP measures such as adjusted EBITDA, adjusted EPS, and free cash flow, with reconciliations included in the press release.

Jul 26, 2022 8-K

Msci 8-K Report, Material Agreement (Jun 14, 2022)

On June 9, 2022, MSCI Inc. entered into an Amended and Restated Credit Agreement with its guarantors, lenders, and JPMorgan Chase Bank, N.A. as administrative agent. The agreement amends and restates the Revolving Credit Agreement dated November 20, 2014. It provides $500.0 million of revolving loan commitments, drawable until February 2027, which were undrawn at closing, and $350.0 million of term loan commitments, which were drawn in full on June 9, 2022 and mature in February 2027. Term loan interest is variable, based on SOFR or the Base Rate plus an applicable margin. Until financial statements for the quarter ending June 30, 2022 are delivered, the margin is 1.00% for Base Rate loans and 2.00% for SOFR loans; thereafter it ranges from 1.50% to 2.00% for SOFR loans and 0.50% to 1.00% for Base Rate loans, based on the Consolidated Leverage Ratio. The company expects incremental interest expense of approximately $9 million for fiscal year 2022. Term loans amortize quarterly beginning October 15, 2022. The company must maintain a maximum Consolidated Leverage Ratio of 4.25:1.00 (4.50:1.00 for two quarters following a material acquisition) and a minimum Consolidated Interest Coverage Ratio of 4.00:1.00. Proceeds will fund general corporate purposes, including potential share repurchases, investments, and acquisitions.

Jun 14, 2022 8-K

Msci 8-K Report, Executive Changes (Jun 1, 2022)

MSCI Inc. filed this Form 8-K to report that its Board of Directors appointed Robin Matlock as an independent director, effective June 1, 2022. The Board determined she is independent under the Company's Corporate Governance Policies and NYSE and SEC standards. Following her appointment, the Board will consist of eleven directors. Ms. Matlock will serve on the Governance and Corporate Responsibility Committee and will hold office until the next annual meeting of shareholders or until her successor is elected and qualified, or her earlier death, resignation or removal. Ms. Matlock, age 56, previously served as Senior Vice President and Chief Marketing Officer of VMware, Inc. from 2013 to June 2020, and earlier as Vice President, Corporate Marketing at VMware from 2009 to 2013. She also held an executive vice president and general manager role at Imperva Inc. and prior executive positions at McAfee, Entercept Security Technologies and Symantec Corporation. She currently serves on the board of Iron Mountain Incorporated (NYSE: IRM) and on the boards of three privately held companies. The filing states there are no family relationships with other officers or directors, no arrangement with any other person for her selection, no related person transactions, and that she has never been employed by the Company or its subsidiaries. Under the non-employee director compensation program described in the March 16, 2022 proxy statement, Ms. Matlock receives an annual cash or stock retainer of $80,000, an annual RSU award with an aggregate fair market value of $185,000, and a $10,000 annual retainer for committee service, all prorated from the effective date. The initial RSU award is scheduled to vest on May 1, 2023. The appointment is a governance update with no financial results or guidance disclosed in this filing.

Jun 1, 2022 8-K

Msci 8-K Report, Shareholder Vote Results (Apr 27, 2022)

MSCI Inc. held its annual meeting of stockholders on April 26, 2022, as a virtual meeting. Holders of 81,267,909 shares of common stock, each entitled to one vote, were eligible to vote. Stockholders elected all ten director nominees, each receiving the affirmative vote of a majority of the votes cast for or against him or her. Henry A. Fernandez and Jacques P. Perold drew the most opposing votes among the nominees, at 3,047,977 and 2,220,059 against, respectively. Stockholders also approved, on a non-binding basis, the company's executive compensation, with 69,266,095 votes for, 1,390,346 against, and 187,894 abstaining. The filing states that the proposal was approved. Broker non-votes on this proposal totaled 3,597,141. Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the company's independent auditor for fiscal year 2022, with 73,845,128 votes for, 422,793 against, and 173,555 abstaining. The filing states that the proposal was ratified. Taken together, the results show broad support for the board slate, the executive compensation program, and the auditor.

Apr 27, 2022 8-K