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):
May 23, 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 interest in a share<br>of Floating Rate<br><br> <br>Non-Cumulative Preferred Stock, Series A, $0.01 par value | MS/PA | New York Stock Exchange |
| --- | --- | --- |
| Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series E, $0.01 par value | MS/PE | New York Stock Exchange |
| Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series F, $0.01 par value | MS/PF | New York Stock Exchange |
| Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series I, $0.01 par value | MS/PI | New York Stock Exchange |
| Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K, $0.01 par value | MS/PK | New York Stock Exchange |
| Depositary Shares, each representing 1/1,000th interest in a share of 4.875% Non-Cumulative Preferred Stock, Series L, $0.01 par value | MS/PL | New York Stock Exchange |
| Depositary Shares, each representing 1/1,000th interest in a share of 4.250% Non-Cumulative Preferred Stock, Series O, $0.01 par value | MS/PO | New York Stock Exchange |
| Depositary Shares, each representing 1/1,000th interest in a share of 6.500% Non-Cumulative Preferred Stock, Series P, $0.01 par value | MS/PP | New York Stock Exchange |
| Global Medium-Term Notes, Series A, Fixed Rate Step-Up Senior Notes Due 2026 of Morgan Stanley Finance LLC (and Registrant’s guarantee with respect thereto) | MS/26C | New York Stock Exchange |
| Global Medium-Term Notes, Series A, Floating Rate Notes Due 2029 of Morgan Stanley Finance LLC (and Registrant’s 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. ☐
Item5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On May 23, 2024, Morgan Stanley (the “Company”) announced that James P. Gorman will step down as Executive Chairman and as a member of the Board of Directors of the Company, effective December 31, 2024.
Item 5.07. Submission of Matters to a Voteof Security Holders.
At the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of the Company held on Thursday, May 23, 2024, the shareholders of the Company in attendance (the “Shareholders”), constituting a quorum under the Amended and Restated Bylaws of the Company, voted on proposals to: (i) elect directors to the Company’s Board of Directors (the “Board”), (ii) ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the 2024 fiscal year, (iii) approve the compensation of the Company’s named executive officers, as disclosed in the proxy statement filed with the Securities and Exchange Commission on April 5, 2024 for the Annual Meeting (the “2024 Proxy”) (a non-binding advisory vote) and (iv) approve the Company’s Non-U.S. Nonqualified Employee Stock Purchase Plan, as disclosed in the 2024 Proxy. The Shareholders also voted on shareholder proposals requesting (x) a report on the risks of politicized de-banking, (y) a report on transparency in lobbying and (z) annual disclosure of the Company’s Clean Energy Supply Financing Ratio (as defined in the 2024 Proxy) (collectively, the “Shareholder Proposals”).
At the Annual Meeting, all nominees for election to the Board were elected by the Shareholders. The Shareholders also voted to ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the 2024 fiscal year. The proposals (i) to approve the compensation of the Company’s named executive officers as disclosed in the 2024 Proxy, through an advisory vote, and (ii) to approve the Company’s Non-U.S. Nonqualified Employee Stock Purchase Plan were also approved by the Shareholders. The Shareholder Proposals were not approved by the Shareholders.
The number of votes cast for or against and the number of abstentions and broker non-votes with respect to each proposal, as applicable, is set forth below. The Company’s independent inspector of election reported the final vote of the Shareholders as follows:
| 1. | Election of Directors | For | Against | Abstain | Broker<br><br> <br>Non–vote |
|---|---|---|---|---|---|
| Megan Butler | 1,350,078,879 | 4,659,334 | 1,630,400 | 130,322,695 | |
| Thomas H. Glocer | 1,316,386,483 | 38,134,176 | 1,847,954 | 130,322,695 | |
| James P. Gorman | 1,337,962,753 | 17,200,097 | 1,205,763 | 130,322,695 | |
| Robert H. Herz | 1,321,728,938 | 32,779,795 | 1,859,880 | 130,322,695 | |
| Erika H. James | 1,324,062,005 | 30,573,481 | 1,733,127 | 130,322,695 | |
| Hironori Kamezawa | 1,344,893,729 | 9,809,767 | 1,665,117 | 130,322,695 | |
| Shelley B. Leibowitz | 1,345,388,211 | 9,163,304 | 1,817,098 | 130,322,695 | |
| Stephen J. Luczo | 1,330,562,635 | 23,869,767 | 1,936,211 | 130,322,695 | |
| Jami Miscik | 1,348,233,102 | 6,271,680 | 1,863,831 | 130,322,695 | |
| Masato Miyachi | 1,345,120,700 | 9,588,455 | 1,659,458 | 130,322,695 | |
| Dennis M. Nally | 1,314,168,000 | 40,385,912 | 1,814,701 | 130,322,695 | |
| Edward Pick | 1,347,129,543 | 7,809,996 | 1,429,074 | 130,322,695 | |
| Mary L. Schapiro | 1,336,763,618 | 17,895,072 | 1,709,923 | 130,322,695 | |
| Perry M. Traquina | 1,349,675,333 | 4,790,103 | 1,903,177 | 130,322,695 | |
| Rayford Wilkins, Jr. | 1,265,111,468 | 89,363,582 | 1,893,563 | 130,322,695 | |
| 2. | Ratification of Appointment of Independent Auditor | 1,435,456,637 | 49,819,093 | 1,415,578 | * |
| 3. | Approval of Compensation of Executives (Non-BindingAdvisory Vote) | 1,011,776,281 | 336,712,014 | 7,880,318 | 130,322,695 |
| 4. | Approval of Non-U.S. Nonqualified Employee Stock Purchase Plan | 1,347,742,547 | 6,067,203 | 2,558,863 | 130,322,695 |
| 5. | Shareholder Proposal Requesting a Report on the Risks ofPoliticized De-Banking | 21,194,790 | 1,321,544,997 | 13,628,826 | 130,322,695 |
| --- | --- | --- | --- | --- | --- |
| 6. | Shareholder Proposal Requesting a Report on Transparencyin Lobbying | 416,036,591 | 917,300,857 | 23,031,165 | 130,322,695 |
| 7. | Shareholder Proposal Requesting Annual Disclosure of theCompany’s Clean Energy Supply Financing Ratio | 305,341,425 | 1,027,626,655 | 23,400,533 | 130,322,695 |
_____________________
* Not applicable.
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>(Registrant) | ||||
|---|---|---|---|---|
| Date: | May 24, 2024 | By: | /s/ Martin M. Cohen | |
| Name: | Martin M. Cohen | |||
| Title: | Corporate Secretary |