Shareholders intending to present a proposal at the 2020 annual meeting of shareholders, but not to include the proposal in our Proxy Statement, or
to nominate a person for election as a director, must comply with the requirements set forth in our Bylaws. Our Bylaws require, among other things, that our Corporate Secretary receive written notice from the shareholder of record of intent to
present such proposal or nomination no more than 120 days and no less than 90 days prior to the anniversary of the preceding years annual meeting of shareholders.
Therefore, the Company must receive notice of such a proposal or nomination for the 2019 annual meeting of shareholders no earlier than
December 27, 2019 and no later than January 26, 2020. The notice must contain the information required by our Bylaws, a copy of which is available upon request to us in writing at c/o Corporate Secretary, MSCI Inc., 7 World Trade Center,
250 Greenwich Street, 49th Floor, New York, New York 10007.
HOW CAN I SUBMIT A RECOMMENDATION FOR A DIRECTOR CANDIDATE?
The Governance Committee oversees searches for and identifies qualified individuals for membership on MSCIs Board. See
Corporate GovernanceDirector Qualifications above.
Shareholders may make recommendations for consideration by the
Governance Committee at any time. To recommend a director candidate for consideration by the Governance Committee, a shareholder must submit a written notice which demonstrates that it is being submitted by a shareholder of MSCI and include
information about each proposed director candidate, including name, age, business address, principal occupation, principal qualifications and other relevant biographical information. In addition, the shareholder must confirm his or her
candidates consent to serve as a director. There is no difference in the manner in which the Governance Committee evaluates nominees proposed by shareholders and those identified by the Governance Committee. Shareholders must send
recommendations to the Governance Committee, c/o Corporate Secretary, MSCI Inc., 7 World Trade Center, 250 Greenwich Street, 49th Floor, New York, New York 10007.
HOW DO I COMMUNICATE WITH INDIVIDUAL DIRECTORS OR THE BOARD AS A GROUP?
Shareholders and other interested parties may contact any member (or all members) of the Board by mail. To communicate with the Board, any
individual director or any group or committee of directors, correspondence should be addressed to the Board or any such individual director or group or committee of directors by either name or title. All such correspondence should be sent to the
Board at c/o Corporate Secretary, MSCI Inc., 7 World Trade Center, 250 Greenwich Street, 49th Floor, New York, New York 10007. Correspondence that is unrelated to the duties and responsibilities of the Board such as spam, junk mail and mass
mailings, product complaints, personal employee complaints, product inquiries, new product suggestions, resumes and other forms of job inquiries, surveys, business solicitations or advertisements will not be forwarded to the Board.
HOW DO I REPORT ISSUES REGARDING ACCOUNTING, INTERNAL CONTROLS AND OTHER AUDITING MATTERS?
Any communication to report potential issues regarding accounting, internal controls and other auditing matters should be marked Personal and
Confidential and sent to MSCI Inc., 7 World Trade Center, 250 Greenwich Street, 49th Floor, New York, New York 10007, Attention: Chair of the Audit Committee of MSCI Inc., in care of the General Counsel. Our Procedures for Submission of
Ethical or Accounting Related Complaints are available on our website. To access this document, click on the Corporate Governance link found on our websites Investor Relations homepage (
http://ir.msci.com
). Information
contained on our website is not incorporated by reference into this Proxy Statement or any other report we file with the SEC.
MSCI INC. PROXY STATEMENT
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