MSCI Inc
For the period ended Dec 31, 2024. Filed Feb 7, 2025.
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FY2024 · Filed Feb 7, 2025
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Item 15. Exhibit and Financial Statement Schedules
(a)(1)Financial Statements
The financial statements are provided under Part II, Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
(a)(2)Financial Statement Schedules
No financial statement schedules are provided because the information called for is not applicable or not required or is included in the consolidated financial statements or the notes thereto provided under Part II, Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
(a)(3)Exhibits
The information required by this Item is set forth below.
EXHIBIT INDEX
| ExhibitNumber | Description | Form | File No. | Exhibit No. | Filing Date |
|---|---|---|---|---|---|
| 3.1 | Third Amended and Restated Certificate of Incorporation | 10-Q | 001-33812 | 3.1 | 5/4/2012 |
| 3.2 | Amended and Restated Bylaws | 10-K | 001-33812 | 3.2 | 2/9/2024 |
| 4.1 | Form of Senior Indenture | S-3 | 333-206232 | 4.1 | 8/7/2015 |
| 4.2 | Form of Subordinated Indenture | S-3 | 333-206232 | 4.2 | 8/7/2015 |
| 4.3 | Form of Common Stock Certificate | 10-Q | 001-33812 | 4.1 | 5/4/2012 |
| 4.4 | Indenture, dated as of November 7, 2019, among MSCI Inc., each of the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as Trustee | 8-K | 001-33812 | 4.1 | 11/7/2019 |
| 4.5 | Form of Note for MSCI Inc. 4.000% Senior Notes due November 15, 2029 (included in Exhibit 4.4) | 8-K | 001-33812 | 4.2 | 11/7/2019 |
| 4.6 | Indenture, dated as of March 4, 2020, among MSCI Inc., each of the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as Trustee. | 8-K | 001-33812 | 4.1 | 3/4/2020 |
| 4.7 | Form of Note for MSCI Inc. 3.625% Senior Notes due September 1, 2030 (included in Exhibit 4.6). | 8-K | 001-33812 | 4.2 | 3/4/2020 |
| 4.8 | Indenture, dated as of May 26, 2020, among MSCI Inc., each of the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as Trustee. | 8-K | 001-33812 | 4.1 | 5/26/2020 |
| 4.9 | Form of Note for MSCI Inc. 3.875% Senior Notes due February 15, 2031 (included in Exhibit 4.8). | 8-K | 001-33812 | 4.2 | 5/26/2020 |
| 4.10 | Indenture, dated as of May 14, 2021, among MSCI Inc., each of the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as Trustee. | 8-K | 001-33812 | 4.1 | 5/14/2021 |
| 4.11 | Form of Note for MSCI Inc. 3.625% Senior Notes due November 1, 2031 (included in Exhibit 4.10). | 8-K | 001-33812 | 4.2 | 5/14/2021 |
| 4.12 | Indenture, dated as of August 17, 2021, among MSCI Inc., each of the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as Trustee. | 8-K | 001-33812 | 4.1 | 8/17/2021 |
| ExhibitNumber | Description | Form | File No. | Exhibit No. | Filing Date |
|---|---|---|---|---|---|
| 4.13 | Form of Note for MSCI Inc. 3.250% Senior Notes due August 15, 2033 (included in Exhibit 4.12). | 8-K | 001-33812 | 4.2 | 8/17/2021 |
| 4.14 | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | Filed Herewith | |||
| 10.1* | Summary of Non-Employee Director Compensation | Filed Herewith | |||
| 10.2* | Non-Employee Director Stock Ownership Guidelines | 10-K | 001-33812 | 10.2 | 2/10/2023 |
| 10.3* | MSCI Inc. 2016 Non-Employee Directors Compensation Plan, as amended | 10-Q | 001-33812 | 10.3 | 5/5/2017 |
| 10.4* | MSCI Inc. Non-Employee Director Deferral Plan, as amended | 10-Q | 001-33812 | 10.9 | 4/29/2016 |
| 10.5* | MSCI Inc. Change in Control Severance Plan, adopted May 28, 2015 and amended and restated November 2, 2023 | 10-K | 001-33812 | 10.5 | 2/9/2024 |
| 10.6* | MSCI Inc. Performance Formula and Incentive Plan | Proxy | 001-33812 | Annex C | 2/28/2008 |
| 10.7* | MSCI Inc. Executive Committee Stock Ownership Guidelines | 10-Q | 001-33812 | 10.1 | 10/31/2024 |
| 10.8* | MSCI Inc. 2016 Omnibus Incentive Plan | S-8 | 333-210987 | 99.1 | 04/28/2016 |
| 10.9* | MSCI Inc. Annual Incentive Plan | 10-K | 001-33812 | 10.9 | 2/9/2024 |
| 10.10* | Form of 2021 Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc. 2016 Omnibus Incentive Plan | 10-K | 001-33812 | 10.234 | 2/12/2021 |
| 10.11* | Form of 2023 Award Agreement for Restricted Stock Units for Employees Under the MSCI Inc. 2016 Omnibus Incentive Plan | 10-K | 001-33812 | 10.22 | 2/10/2023 |
| 10.12* | Form of 2023 Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc. 2016 Omnibus Incentive Plan | 10-K | 001-33812 | 10.23 | 2/10/2023 |
| 10.13* | Form of 2023 Non-Qualified Performance Stock Option Award Agreement Under the MSCI Inc. 2016 Omnibus Incentive Plan | 10-K | 001-33812 | 10.24 | 2/10/2023 |
| 10.14* | Form of 2024 Award Agreement for Restricted Stock Units for Employees Under the MSCI Inc. 2016 Omnibus Incentive Plan | 10-K | 001-33812 | 10.22 | 2/9/2024 |
| 10.15* | Form of 2024 Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc. 2016 Omnibus Incentive Plan | 10-K | 001-33812 | 10.23 | 2/9/2024 |
| 10.16* | Form of 2024 Non-Qualified Performance Stock Option Award Agreement Under the MSCI Inc. 2016 Omnibus Incentive Plan | 10-K | 001-33812 | 10.24 | 2/9/2024 |
| 10.17* | Form of 2024 Award Agreement for Restricted Stock Units for Directors Under the MSCI Inc. 2016 Non-Employee Directors Compensation Plan | 10-Q | 001-33812 | 10.1 | 7/23/2024 |
| 10.18* | Form of 2025 Award Agreement for Restricted Stock Units for Directors Under the MSCI Inc. 2016 Non-Employee Directors Compensation Plan | Filed Herewith | |||
| 10.19* | Form of 2025 Annual Performance Award Agreement for Performance Stock Units for Managing Directors Under the MSCI Inc. 2016 Omnibus Incentive Plan | Filed Herewith | |||
| ExhibitNumber | Description | Form | File No. | Exhibit No. | Filing Date |
|---|---|---|---|---|---|
| 10.20* · Form of 2025 Non-Qualified Performance Stock Option Award Agreement Under the MSCI Inc. 2016 Omnibus Incentive Plan · Filed Herewith | |||||
| 10.21* · Form of 2025 Non-Qualified Stock Option Award Under the MSCI Inc. 2016 Omnibus Incentive Plan · Filed Herewith | |||||
| 10.22* | Offer Letter, executed March 11, 2014, by and between MSCI Inc. and Scott Crum | 10-Q | 001-33812 | 10.1 | 5/4/2018 |
| 10.23* | Offer Letter, executed September 24, 2020, between MSCI Inc. and Andrew C. Wiechmann | 8-K | 001-33812 | 10.1 | 9/25/2020 |
| 10.24* | Employment Letter, entered into on April 27, 2021, between MSCI Inc. and C.D. Baer Pettit. | 10-Q | 001-33812 | 10.2 | 4/28/2021 |
| 10.25 | Second Amended and Restated Credit Agreement, dated as of January 26, 2024, among MSCI Inc., JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer and the other lenders party thereto. | 10-Q | 001-33812 | 10.1 | 4/23/2024 |
| 10.26 | Agreement of Lease dated September 16, 2011, by and between 7 World Trade Center, LLC and MSCI Inc. | 8-K | 001-33812 | 10.1 | 9/22/2011 |
| 10.27†# | Index License Agreement for Exchange Traded Funds, dated as of October 1, 2022, between MSCI Inc., MSCI Limited and BlackRock Fund Advisors | 10-Q | 001-33812 | 10.1 | 10/25/2022 |
| 19.1 | MSCI Trading Policy for Transactions in MSCI Inc. Securities | Filed Herewith | |||
| 21.1 | Subsidiaries of the Registrant | Filed Herewith | |||
| 23.1 | Consent of PricewaterhouseCoopers LLP | Filed Herewith | |||
| 24.1 | Powers of Attorney (included as part of Signature Page) | Filed Herewith | |||
| 31.1 | Rule 13a-14(a) Certification of Chief Executive Officer | Filed Herewith | |||
| 31.2 | Rule 13a-14(a) Certification of Chief Financial Officer | Filed Herewith | |||
| 32.1 | Section 1350 Certification of Chief Executive Officer and Chief Financial Officer | Furnished Herewith | |||
| 97.1* | MSCI Inc. Financial Statement Compensation Recoupment Policy | 10-K | 001-33812 | 97.1 | 2/9/2024 |
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | Filed Herewith | |||
| 101.SCH | XBRL Taxonomy Extension Schema Document. | Filed Herewith | |||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | Filed Herewith | |||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | Filed Herewith | |||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | Filed Herewith | |||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | Filed Herewith | |||
| 104.DEF | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | Filed Herewith | |||
*Indicates a management compensation plan, contract or arrangement.
† Certain confidential portions of this Exhibit have been omitted pursuant to Item 601(b) of Regulation S-K because the identified confidential portions (i) are not material and (ii) are of the type that the Company treats as private or confidential.
The Company agrees to furnish an unredacted copy of this exhibit to the Securities and Exchange Commission upon its request.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.