01—Abstract
Summary
Summary of the 8-K/A filed January 30, 2025. Cited figures are marked; the original filing is the authoritative source.
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,a 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.
02—Key points
Key Highlights
- Amended Form 8-K filed January 30, 2025, updating the December 17, 2024 Item 5.02 filing.
- June Yang, an independent director, was appointed to the Audit and Risk Committee effective January 28, 2025.
- Ms. Yang had joined the Board as an independent director effective December 17, 2024, with no committee assignment at that time.
- Committee service carries an annual retainer of $10,000, payable in cash or stock at her election.
- The retainer is prorated from the start of her Audit Committee service.
- The compensation terms follow the non-employee director program described in the March 13, 2024 proxy statement.
03—Questions
Frequently Asked Questions
Who was appointed to the Audit and Risk Committee?
June Yang, an independent director, was appointed to the Audit and Risk Committee by the Board on January 28, 2025, effective that date.
When did June Yang join the MSCI Board?
She was appointed as an independent director effective December 17, 2024, as reported in the Company's original Form 8-K filed that day.
What compensation will Ms. Yang receive for Audit Committee service?
She is entitled to an annual retainer of $10,000 under the non-employee director compensation program, payable in cash or stock at her election, prorated from the start of her committee service.
Why was this amendment filed?
The filing states it was made in accordance with SEC rules to report the January 28, 2025 committee appointment, which had not been made when the original December 17, 2024 Form 8-K was filed.
04—Continue