- Current report filing (8-K)
May 19 2010 - 5:05PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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):
May 19, 2010
MSCI
Inc.
(Exact name of
registrant as specified in its charter)
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Delaware
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001-33812
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13-4038723
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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88
Pine Street, New York, NY 10005
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10005
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(Address
of principal executive offices)
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(Zip
Code)
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(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):
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x
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On May 19, 2010, the Board of Directors of MSCI Inc.
(“MSCI”) appointed Mr. David M. Obstler, Chief Financial Officer, effective upon
the completion of its acquisition of RiskMetrics Group, Inc.
(“RiskMetrics”). Mr. Obstler will succeed Mr. Michael
K. Neborak, who will cease to be Chief Financial Officer upon the
completion of the acquisition. Mr. Obstler will also serve as MSCI’s
designated principal financial officer and principal accounting officer for
Securities and Exchange Commission reporting purposes. Mr.
Neborak will continue as an employee of MSCI for a transition
period.
Mr.
Obstler, 50, is currently the Chief Financial Officer of RiskMetrics, where he
has served in such role since January 2005. From 2000 to 2004, he was
chief financial officer and executive vice president of corporate development
for Pinnacor Inc., a NASDAQ publicly listed provider of software and services to
the financial services industry. Prior to that, he was an investment
banker at JPMorgan, Lehman Brothers and Goldman Sachs. He earned a
B.A. from Yale University and an M.B.A. from Harvard Business
School.
Mr. Obstler will be paid an annual base
salary of $350,000. Mr. Obstler will be eligible to receive an annual
cash bonus and participate in the MSCI Inc. Amended and Restated 2007 Equity
Incentive Compensation Plan and other compensation plans or arrangements
available to MSCI’s senior executive officers.
Item 8.01.
MSCI
issued a press release on May 19, 2010 announcing the appointment of Mr. Obstler
as Chief Financial Officer of MSCI, effective upon the closing of MSCI’s
proposed acquisition of RiskMetrics, succeeding Mr. Neborak. A copy
of the press release is furnished herewith as Exhibit 99.1.
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits
99.1 Press
Release of MSCI Inc. dated May 19, 2010.
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.
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MSCI Inc.
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Date: May 19,
2010
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By:
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/s/ Henry A.
Fernandez
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Name:
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Henry A.
Fernandez
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Title:
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Chief Executive Officer, President
and Chairman
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INDEX
TO EXHIBITS
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Exhibit
No.
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Description
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99.1
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Press
Release of MSCI Inc. dated May 19,
2010.
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