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BENEFICIAL OWNERSHIP OF COMMON STOCK
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(1) Excludes shares of our common stock that may be acquired through the vesting of RSUs and PSUs. Includes 27,884, 20,132 and 4,593 shares of
our common stock for Mmes. Handy and Kinney and Mr. duPont, respectively, for which such directors have elected to defer receipt of their respective shares until the 60th day after such directors separation from service as a
director.
(2) Includes shares of our common stock that can be acquired through vesting of RSUs within 60 days of the date of this
table (i.e., through May 2, 2020). See the Outstanding Equity Awards at Fiscal Year-End Table included herein for additional information regarding RSUs held by each NEO as of December 31,
2019. As of December 31, 2019, each of our non-employee directors had the following outstanding stock awards, all of which are in the form of RSUs: Messrs. duPont, Edmunds, Perold, Siguler and Smith and
Mmes. Handy, Kinney and Riefler each had 709 RSUs outstanding, and Mr. Ashe had 931 RSUs outstanding. Such RSUs are scheduled to vest on May 1, 2020.
(3) Except as indicated in the footnotes to this table, to our knowledge each executive officer and director, as of March 3, 2020, had sole
voting and investment power with respect to his or her shares of our common stock. Beneficial Ownership Totals may differ from those set forth in Statements of Changes in Beneficial Ownership reported on Form 4 filed with the SEC due to the
exclusion herein of RSUs granted by the Company, as described in footnote (1) to this table.
(4) All executive officers and
directors (other than Mr. Fernandez) each beneficially owned less than 1.0% of the shares of our outstanding common stock. Percentages for each beneficial owner are calculated in accordance with Rule
13d-3(d)(1) under the Exchange Act. Percentages for each named executive officer, executive officer and director as of March 3, 2020 and collectively as a group are based on the number of our shares
outstanding as of March 3, 2020, which excludes shares of our common stock that can be acquired through vesting of RSUs within 60 days of the date of this table (i.e., through May 2, 2020).
(5) Includes 314,479 shares of our common stock held by the Fernandez 2007 Childrens Trust in which the spouse of Mr. Fernandez is the
trustee and his children are the beneficiaries, 4,355 shares of our common stock held by two of his children under the Uniform Transfer to Minors Act and 7,900 shares of our common stock directly held by one of Mr. Fernandezs children.
(6) The Company hired Ms. Huber to serve as Chief Financial Officer, effective as of May 6, 2019.
(7) On October 25, 2019, Mr. Seyer notified the Company of his decision to retire and, accordingly, resigned from his position as Chief
Operating Officer and Chief Client Officer, effective as of January 2, 2020.
(8) On March 1, 2019, Ms. Winters
notified the Company of her decision to resign. Ms. Winters resigned from her position as Chief Financial Officer, effective as of March 5, 2019.
(9) The Board appointed Andrew C. Wiechmann, who has been serving as the Companys Chief Strategy Officer, to serve as Interim Chief
Financial Officer and Treasurer, effective as of March 5, 2019 to May 6, 2019.
(10) Ms. Handy is not standing for re-election at the 2020 Annual Meeting but will remain on the Board through that date.
(11) Mr.
Rattray was appointed to the Board, effective February 26, 2020.
(12) Mr. Siguler is not standing for re-election at the 2020
Annual Meeting but will remain on the Board through that date.
(13) Ms. Volent was appointed to the Board, effective February 26,
2020.
(14) Shares of our common stock attributable to each of Messrs. Seyer and Wiechmann and Mmes. Lane and Winters have been
excluded as each of Messrs. Seyer and Wiechmann and Ms. Winters is no longer an executive officer of the Company and Ms. Lane is no longer a director of the Company.
Stock Ownership of Principal Shareholders
The following table contains information regarding the only persons we know of that beneficially own more than 5% of our common stock. Percentage
of class amounts are based on 85,014,750 shares of our common stock outstanding as of March 3, 2020.
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NAME AND ADDRESS
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SHARES OF COMMON STOCK
BENEFICIALLY OWNED
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NUMBER OF
SHARES
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PERCENTAGE
OF CLASS(1)
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The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
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9,418,801
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(2)
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11.08
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%
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BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
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6,681,359
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(3)
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7.86
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%
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40 MSCI INC. PROXY STATEMENT