Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 31, 2021, the Board of Directors (the "Board") of MSCI Inc. (the
"Company") appointed Rajat Taneja to serve as an independent director on the
Board, effective June 1, 2021 (the "Effective Date"). Mr. Taneja will serve as a
member of the Audit Committee of the Board. Following the appointment of Mr.
Taneja, the Board will be comprised of ten directors.
Mr. Taneja will serve on the Board until the next annual meeting of shareholders
of the Company, or until his successor is elected and qualified or until the
earlier of his death, resignation or removal. In connection with his
appointment, the Board determined that Mr. Taneja is independent under the
Company's Corporate Governance Policies and within the meaning of the New York
Stock Exchange ("NYSE") and Securities and Exchange Commission ("SEC") standards
of independence for directors.
Under the non-employee director compensation program described in the Company's
annual proxy statement filed with the SEC on March 17, 2021, in connection with
his service on the Board, Mr. Taneja is entitled to receive an annual retainer
(payable in cash or stock at his election) of $80,000 and an annual equity award
in the form of restricted stock units ("RSUs") under the MSCI Inc. 2016
Non-Employee Directors Compensation Plan having an aggregate fair market value
of $165,000, with the number of shares of common stock underlying such awards
determined based on the closing price of the Company's common stock as reported
by the NYSE on the date prior to grant. Mr. Taneja is also entitled to an annual
retainer (payable in cash or stock at his election) of $10,000 for his service
on the Audit Committee of the Board. The annual retainers and initial award of
RSUs will be prorated from the Effective Date. The initial RSU award is
scheduled to vest on May 1, 2022.
Mr. Taneja, age 56, is currently the President of Technology for Visa Inc.
("Visa"), a role he has held since September 2019. He joined Visa in November
2013 and served as Executive Vice President of Technology and Operations until
August 2019. Prior to joining Visa, Mr. Taneja was Executive Vice President and
Chief Technology Officer of Electronic Arts Inc. from October 2011 until
November 2013. From August 1996 until October 2011, he served in various roles
at Microsoft Corporation ("Microsoft"), including as the Corporate Vice
President, Commerce Division. At Microsoft, Mr. Taneja led the development and
deployment of commerce and transaction technologies across its connected
services, the company's online digital advertising platforms, and its first
business online service offering. Mr. Taneja served on the board of directors of
Ellie Mae from June 2015 until April 2019, including on its Technology and
Cybersecurity Committee and Nominating and Corporate Governance Committee. Mr.
Taneja holds a Bachelor of Engineering from Jadavpur University and a Master of
Business Administration from Washington State University.
There are no family relationships between Mr. Taneja and any officer or other
director of the Company. There is no arrangement or understanding between Mr.
Taneja and any other person pursuant to which he was selected as a director. In
addition, Mr. Taneja has never been employed at the Company or any of its
subsidiaries.
There are no related person transactions (within the meaning of Item 404(a) of
Regulation S-K) between Mr. Taneja and the Company or any of its subsidiaries.
Item 7.01 Regulation FD Disclosure.
The press release announcing the matters described in Item 5.02 above is
attached to this Current Report on Form 8-K as Exhibit 99.1.
The information furnished under Item 7.01 of this Report, including Exhibit
99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
Exhibit 99.1 Press Release of the Registrant, dated June 1, 2021, titled
"Rajat Taneja Appointed to MSCI Inc. Board of Directors."
Exhibit 104 Cover Page Interactive Data File (embedded in the cover page
formatted in Inline XBRL).
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