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

On December 10, 2020, the Board of Directors of MSCI Inc. (the "Company"), amended and restated the Company's Amended and Restated Bylaws (as 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.

The description above of the amendments to the Company's existing bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, as amended, set forth in Exhibit 3.1 to this Form 8-K and incorporated in this Item by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit No.   Description
Exhibit 3.1     Amended and Restated Bylaws
Exhibit 104   Cover Page Interactive Data File (embedded in the cover page formatted
              in Inline XBRL).

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