01—Abstract
Summary
Summary of the 8-K filed April 24, 2025. Cited figures are marked; the original filing is the authoritative source.
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.
02—Key points
Key Highlights
- Annual meeting held virtually on April 22, 2025, with 77,601,625 shares of common stock entitled to vote.
- All twelve director nominees were elected, each receiving a majority of votes cast "for" or "against" them.
- Henry A. Fernandez received 59,466,357 "for" votes and 3,795,780 "against" votes, the highest opposition among directors, followed by Linda H. Riefler at 2,395,469 "against" votes.
- Advisory say-on-pay proposal approved, with 59,555,486 "for" votes and 3,822,943 "against" votes.
- MSCI Inc. 2025 Omnibus Incentive Plan approved, with 61,682,565 "for" votes and 1,761,367 "against" votes.
- PricewaterhouseCoopers LLP ratified as independent auditor for fiscal year 2025, with 66,792,048 "for" votes and 1,094,005 "against" votes.
- Broker non-votes of 4,415,152 were recorded on the director, say-on-pay, and omnibus plan proposals.
03—Questions
Frequently Asked Questions
Were all director nominees elected at the 2025 annual meeting?
Yes. The filing states that each of the twelve nominees was elected and received the affirmative vote of a majority of the votes cast "for" or "against" him or her. Robert G. Ashe received 62,302,579 "for" votes and 1,165,139 "against" votes, and June Yang received 63,454,410 "for" votes and 13,342 "against" votes.
Did stockholders approve the executive compensation proposal?
Yes. The advisory vote on executive compensation received 59,555,486 "for" votes, 3,822,943 "against" votes, and 195,071 abstentions, and the filing states that Proposal 2 was approved.
What did stockholders approve regarding equity compensation?
Stockholders approved the MSCI Inc. 2025 Omnibus Incentive Plan, with 61,682,565 "for" votes, 1,761,367 "against" votes, and 129,568 abstentions, plus 4,415,152 broker non-votes.
Who was ratified as the independent auditor for fiscal year 2025?
Stockholders ratified PricewaterhouseCoopers LLP as the company's independent auditor for fiscal year 2025. The vote was 66,792,048 "for," 1,094,005 "against," and 102,599 abstentions.
04—Continue