01—Abstract
Summary
Summary of the 8-K filed April 24, 2024. Cited figures are marked; the original filing is the authoritative source.
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.
02—Key points
Key Highlights
- Annual meeting held virtually on April 23, 2024, with 79,223,562 shares of common stock outstanding and entitled to vote.
- All twelve board nominees, including Henry A. Fernandez, Robert G. Ashe and Robin Matlock, were elected by a majority of votes cast.
- Linda H. Riefler received the lowest 'for' count among directors at 62,630,785, against 5,029,294 votes against her.
- Non-binding say-on-pay proposal was approved, with 65,745,530 votes for and 1,828,172 against.
- PricewaterhouseCoopers LLP was ratified as independent auditor for fiscal year 2024, with 71,059,058 votes for and 462,637 against.
- Shareholder proposal to report on "Chinese Military-Industry Companies" in company indices was not approved, with 66,608,218 votes against and 300,200 for.
- Broker non-votes of 3,813,520 were recorded on the director election, say-on-pay and shareholder proposal items.
03—Questions
Frequently Asked Questions
How many shares were eligible to vote at the April 23, 2024 annual meeting?
79,223,562 shares of MSCI common stock, par value $0.01 per share, were issued and outstanding and entitled to vote, with each share carrying one vote.
Were all board nominees elected?
Yes. Each of the twelve nominees, including Henry A. Fernandez, Robert G. Ashe, Chirantan "CJ" Desai, Wayne Edmunds, Robin Matlock, Jacques P. Perold, C.D. Baer Pettit, Sandy C. Rattray, Linda H. Riefler, Marcus L. Smith, Rajat Taneja and Paula Volent, received a majority of the votes cast for or against him or her.
Did stockholders approve the executive compensation program?
Yes. The non-binding advisory proposal on executive compensation was approved, with 65,745,530 votes for, 1,828,172 against, 295,984 abstentions and 3,813,520 broker non-votes.
Was the independent auditor approved?
Yes. Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the company's independent auditor for fiscal year 2024, with 71,059,058 votes for, 462,637 against and 161,511 abstentions.
What happened to the shareholder proposal on Chinese military-industry companies?
The proposal, which asked the company to report on "Chinese Military-Industry Companies" in its indices, was not approved. It received 300,200 votes for, 66,608,218 against, 961,268 abstentions and 3,813,520 broker non-votes.
04—Continue