8-K
MORGAN STANLEY (MS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event
reported): December 19, 2024
Morgan Stanley
(Exact Name of Registrant
as Specified in Charter)
| Delaware | 1-11758 | 36-3145972 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1585 Broadway, New York, New York | 10036 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (212) 761-4000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
____________________________
| ☐ | Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value | MS | New York Stock Exchange |
| Depositary Shares, each representing 1/1,000th<br> interest in a share of Floating Rate<br><br> <br><br><br> <br>Non-Cumulative Preferred Stock, Series A, $0.01<br> par value | MS/PA | New York Stock Exchange |
| Depositary Shares, each representing 1/1,000th<br> interest in a share of Fixed-to-Floating Rate<br><br> <br><br><br> <br>Non-Cumulative Preferred Stock, Series E, $0.01<br> par value | MS/PE | New York Stock Exchange |
| Depositary Shares, each representing 1/1,000th<br> interest in a share of Fixed-to-Floating Rate<br><br> <br><br><br> <br>Non-Cumulative Preferred Stock, Series F, $0.01<br> par value | MS/PF | New York Stock Exchange |
| Depositary Shares, each representing 1/1,000th<br> interest in a share of Fixed-to-Floating Rate<br><br> <br><br><br> <br>Non-Cumulative Preferred Stock, Series I, $0.01<br> par value | MS/PI | New York Stock Exchange |
| Depositary Shares, each representing 1/1,000th<br> interest in a share of Fixed-to-Floating Rate<br><br> <br><br><br> <br>Non-Cumulative Preferred Stock, Series K, $0.01<br> par value | MS/PK | New York Stock Exchange |
| Depositary Shares, each representing 1/1,000th<br> interest in a share of 4.875%<br><br> <br><br><br> <br>Non-Cumulative Preferred Stock, Series L, $0.01<br> par value | MS/PL | New York Stock Exchange |
| Depositary Shares, each representing 1/1,000th<br> interest in a share of 4.250%<br><br> <br><br><br> <br>Non-Cumulative Preferred Stock, Series O, $0.01<br> par value | MS/PO | New York Stock Exchange |
| Depositary Shares, each representing 1/1,000th<br> interest in a share of 6.500%<br><br> <br><br><br> <br>Non-Cumulative Preferred Stock, Series P, $0.01<br> par value | MS/PP | New York Stock Exchange |
| Depositary Shares, each representing 1/1,000th<br> interest in a share of 6.625%<br><br> <br><br><br> <br>Non-Cumulative Preferred Stock, Series Q, $0.01<br> par value | MS/PQ | New York Stock Exchange |
| Global Medium-Term Notes, Series A, Fixed Rate<br> Step-Up Senior Notes Due 2026<br><br> <br><br><br> <br>of Morgan Stanley Finance LLC (and Registrant’s<br> guarantee with respect thereto) | MS/26C | New York Stock Exchange |
| Global Medium-Term Notes, Series A, Floating Rate<br> Notes Due 2029<br><br> <br><br><br> <br>of Morgan Stanley Finance LLC (and Registrant’s<br> guarantee with respect thereto) | MS/29 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers;Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 19, 2024, Stephen Luczo tendered his resignation as a member of the Board of Directors (the “Board”) of Morgan Stanley (the "Company"), effective December 31, 2024. Mr. Luczo’s resignation was for personal reasons and was not due to any disagreement with the Company, the Company’s management, or the Board on any matter relating to the Company’s operations, policies or practices.
In light of Mr. Luczo’s resignation from the Board and Mr. Gorman’s previously announced retirement from the Board, the Board will reduce its size from 15 directors to 13 directors, effective January 1, 2025.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| Exhibit | |
| Number | Description |
| 101 | Interactive Data Files pursuant to Rule 406 of Regulation S-T formatted in Inline eXtensible Business Reporting Language (“Inline XBL”) |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| MORGAN STANLEY<br><br> <br><br><br> <br>(Registrant) | ||||
|---|---|---|---|---|
| Date: | December 20, 2024 | By: | /s/ Martin M. Cohen | |
| Name: | Martin M. Cohen | |||
| Title: | Corporate Secretary |