Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K/A on 01/11/2021   Download
SEC Document
SEC Filing

This Form 8-K/A is being filed as an amendment (“Amendment No. 1”) to the Current Report on Form 8-K filed by MSCI Inc. (the “Company”) under Item 5.03 on December 11, 2020 to amend Item 5.03 and refile the Company’s Amended and Restated Bylaws (as amended and restated, the “Bylaws”) filed as Exhibit 3.1 to correct a typographical error in Exhibit 3.1 to the Original Form 8-K. The corrected Bylaws are filed as Exhibit 3.1 hereto and supersede and replace in their entirety the Bylaws filed as Exhibit 3.1 to the Original Form 8-K.


This Form 8-K/A does not otherwise change or update the disclosure set forth in the Original Form 8-K and does not otherwise reflect events after the Original Form 8-K.


Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On December 10, 2020, the Board of Directors of the Company amended and restated the Bylaws to implement proxy access, effective immediately. The Bylaws will now permit a shareholder, or a group of up to 20 shareholders, owning at least three percent of the Company’s outstanding stock continuously for at least three years to nominate and include in the Company’s annual meeting proxy materials director nominees constituting up to the greater of two directors or twenty percent of the Board, provided that such shareholder(s) and nominee(s) satisfy the requirements specified in the Bylaws.

The Bylaws also contain conforming, clarifying and updating changes to supplement our proxy access bylaw, updates and enhancements of our advance notice bylaw, as well as several other routine and non-substantive updates and revisions.