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 25, 2010
 
 
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.)

 
88 Pine Street, New York, NY 10005
  
10005
(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):
 
o
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))
 

 
 
 
 
 
Item5.02(d).
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 25, 2010, the Board of Directors of MSCI Inc. (the “Company”) appointed Patrick Tierney as a member of the Company’s Board of Directors, effective June 7, 2010.  The Board of Directors determined that Mr. Tierney is independent in accordance with the director independence standards established under the Company’s Corporate Governance Policies.   In connection with Mr. Tierney’s election, the Board of Directors increased its size to nine.  Mr. Tierney has been appointed to the Audit Committee.

As a member of the Board of Directors, Mr. Tierney will receive (i) cash retainers under the Board's cash compensation policy (which he may, pursuant to the Company’s policies, elect to receive in the form of MSCI common stock under the MSCI Independent Directors’ Equity Compensation Plan (the “Directors’ Plan”) and (ii) equity based compensation in the form of MSCI restricted stock units pursuant to the Directors’ Plan.  All directors are reimbursed for all reasonable out-of-pocket expenses incurred in attending meetings of the board of directors.


Item 9.01 Financial Statements and Exhibits.
 
(d)
Exhibits.
 
Exhibit No.
  
Description
Exhibit 99.1
  
Press release of MSCI Inc. dated May 26, 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.
 
 
   
MSCI Inc.
 
  
         
Date: May 26, 2010
  
By:
/s/ Henry A. Fernandez
  
   
Name:
Henry A. Fernandez
  
   
Title:
Chief Executive Officer, President and Chairman