Please wait

0001408198false00014081982026-04-212026-04-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): April 21, 2026

MSCI Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-33812

13-4038723

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

7 World Trade Center,

250 Greenwich Street, 49th Floor,

New York,

New York

10007

(Address of principal executive offices) (Zip Code)

(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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			MSCI			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

---

Item 5.07 Submission of Matters to a Vote of Security Holders.

MSCI Inc. (the “Company”) held its annual meeting of stockholders on April 21, 2026 (the “Annual Meeting”) as a virtual meeting. The issued and outstanding shares of the Company’s common stock, $0.01 par value per share, entitled to vote at the Annual Meeting consisted of 73,120,206 shares, each share being entitled to one vote. The following is a summary of the voting results for each matter presented to the stockholders:

 

(a)			Proposal 1 - Election of members of the Company’s Board of Directors

 

Director						For												Against												Abstain												Broker Non-Vote
Robert G. Ashe									61,516,190												1,620,876												107,625												3,158,970
Henry A. Fernandez									60,057,776												2,909,009												277,906												3,158,970
Robin Matlock									62,586,279												550,989												107,423												3,158,970
Jacques P. Perold									62,754,834												383,252												106,605												3,158,970
Sandy C. Rattray									62,795,921												339,068												109,702												3,158,970
Linda H. Riefler									60,617,216												2,520,089												107,386												3,158,970
Michelle Seitz									62,940,959												196,311												107,421												3,158,970
Marcus L. Smith									62,894,008												242,943												107,740												3,158,970
Rajat Taneja									63,026,720												110,403												107,568												3,158,970
Paula Volent									62,684,459												452,780												107,452												3,158,970
June Yang									63,027,070												111,197												106,424												3,158,970

With respect to the foregoing Proposal 1, each director was elected and received the affirmative vote of a majority of the votes cast “for” or “against” him or her at the Annual Meeting.

 

(b)			Proposal 2 – Approval, by advisory vote, of the Company’s executive compensation.

 

For												Against												Abstain												Broker Non-Vote
			59,076,413												4,061,619												106,659												3,158,970

The foregoing Proposal 2 was approved.

(c)			Proposal 3 – Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2026.

 

For												Against												Abstain
			65,169,698												1,132,416												101,547

The foregoing Proposal 3 was ratified.

---

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			MSCI Inc.
Date: April 23, 2026			By:			/s/ Henry A. Fernandez
			Name:			Henry A. Fernandez
			Title:			Chairman, Chief Executive Officer and President