MSCI amends bylaws to align with SEC universal proxy rules and enhance shareholder nomination procedures

MSCI Inc.

Board adopted amendments effective Nov 2, 2023 to implement SEC Rule 14a-19 universal proxy requirements.
Enhanced disclosure requirements for shareholder director nominations including additional information and updates.
Shareholders must represent intent to solicit at least 67% voting power and provide evidence of Rule 14a-19 compliance.
Reserved white proxy cards for Board exclusive use; limited nominees to number of directors to be elected.
Removed limit on maximum number of directors on the Board.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

MSCI Inc.: Amended Bylaws to clarify procedural and disclosure requirements for shareholder director nominations under universal proxy rules, plus other technical revisions (effective 2023-11-02).

Change: bylaw amendment
Effective: 2023-11-02

Exact text from the filing

On November 2, 2023, the Board of Directors (the “Board”) of MSCI Inc. (the “Company”) approved and adopted amendments (the “Amendments”) to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective as of November 2, 2023, to clarify and implement certain procedural and disclosure requirements for Company shareholders proposing director nominations for consideration at the Company’s annual or special meetings of shareholders in connection with the “universal proxy” rules adopted by the Securities and Exchange Commission pursuant to Rule 14a-19 of the Securities Exchange Act of 1934, as amended.

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Source: SEC EDGAR

accession 0001408198-23-000061

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