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 18, 2020
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<br>pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material<br>pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications<br>pursuant to Rule 13e-4(c) under 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<br> share of Floating Rate<br><br> <br><br><br> <br>Non-Cumulative Preferred Stock, Series A,<br>$0.01 par value | MS/PA | New York Stock Exchange |
| Depositary Shares, each representing 1/1,000th interest in a<br> share of Fixed-to-Floating Rate<br><br> <br><br><br> <br>Non-Cumulative Preferred Stock, Series E,<br>$0.01 par value | MS/PE | New York Stock Exchange |
| Depositary Shares, each representing 1/1,000th interest in a<br> share of Fixed-to-Floating Rate<br><br> <br><br><br> <br>Non-Cumulative Preferred Stock, Series F,<br>$0.01 par value | MS/PF | New York Stock Exchange |
| Depositary Shares, each representing 1/1,000th interest in a<br> share of Fixed-to-Floating Rate<br><br> <br><br><br> <br>Non-Cumulative Preferred Stock, Series I,<br>$0.01 par value | MS/PI | New York Stock Exchange |
| Depositary Shares, each representing 1/1,000th interest in a<br> share of Fixed-to-Floating Rate<br><br> <br><br><br> <br>Non-Cumulative Stock, Series K, $0.01 par<br>value | MS/PK | New York Stock Exchange |
| Depositary Shares, each representing 1/1,000th interest in a<br> share of 4.875%<br><br> <br><br><br> <br>Non-Cumulative Preferred Stock, Series L,<br>$0.01 par value | MS/PL | New York Stock Exchange |
| Global Medium-Term Notes, Series A, Fixed Rate 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 |
| Morgan Stanley Cushing® MLP High Income Index ETNs due March 21, 2031 | MLPY | NYSE Arca, Inc. |
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 8.01. Other Events.
On December 18, 2020, Morgan Stanley (“Morgan Stanley” or the “Company”) issued a press release regarding the resumption of its common stock repurchase plan. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated into this Item 8.01 by reference.
The Company’s Board of Directors authorized the repurchase of up to $10 billion of outstanding common stock, commencing in the first quarter of 2021. The share repurchases authorized by the Board of Directors will be exercised from time to time at prices the Company deems appropriate subject to various factors, including market conditions and the Company’s financial performance. The share repurchases may be effected through open market purchases or privately negotiated transactions, including through Rule 10b5-1 plans.
Item 5.02. Departure of Directorsor Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 21, 2020, the Compensation, Management Development and Succession Committee of the Board of Directors (“CMDS Committee”) of Morgan Stanley amended the long-term incentive program (“LTIP”) pursuant to which the CMDS Committee grants performance-based stock unit awards to key executives of the Company.
For the past eleven consecutive years, the Company has granted a meaningful portion of annual compensation to key executives in the form of an LTIP award that delivers value if the Company achieves objective performance goals over a forward-looking three year period and that will remain unchanged. Previously, LTIP awards vested and converted to shares after three years only if the Company achieved predetermined performance goals with respect to return on equity and relative total shareholder return. The CMDS Committee amended the LTIP with respect to future awards to replace the return on equity performance goal with a return on tangible common shareholder’s equity performance goal in order to more directly align the LTIP awards with the Company’s strategic objectives.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made, which reflect management’s current estimates, projections, expectations, assumptions, interpretations or beliefs and which are subject to risks and uncertainties that may cause actual results to differ materially. The Company does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of forward-looking statements. For a discussion of additional risks and uncertainties that may affect the future results, financial position or capital of the Company, please see “Forward-Looking Statements” immediately preceding Part I, Item 1, “Competition” and “Supervision and Regulation” in Part I, Item 1, “Risk Factors” in Part I, Item 1A, “Legal Proceedings” in Part I, Item 3, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 and “Quantitative and Qualitative Disclosures about Risk” in Part II, Item 7A, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and other items throughout the Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, the additional risk factors in the Company’s Form 8-Ks filed on April 16, 2020 and October 2, 2020, respectively, and the additional risk factors under “Risk Factors” in the Registration Statement on Form S-4 filed on December 4, 2020, including any amendments thereto.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) Exhibits | The following exhibits are filed with this report: |
| Exhibit No. | Description |
| 99.1 | Press Release issued by Morgan Stanley dated December 18, 2020 |
| 101 | Interactive Data Files pursuant to Rule 406 of Regulation S-T formatted in Inline eXtensible Business Reporting Language (“Inline XBRL”). |
| 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 21, 2020 | By: | /s/ Martin M. Cohen | |
| Name: | Martin M. Cohen | |||
| Title: | Corporate Secretary |
Exhibit 99.1
Morgan Stanley AnnouncesAnticipated Resumption of its Common Stock Repurchase Plan
Dec. 18, 2020
On December 18, 2020, the Board of Governors of the Federal Reserve System (FRB) notified Morgan Stanley (NYSE: MS) that it would be permitted to resume repurchases of common stock in the first quarter of 2021, consistent with the FRB’s recently announced distribution limitations. The Firm’s Board of Directors authorized the repurchases of outstanding common stock of up to $10 billion in 2021 in recognition of our significant capital buffer.
James P. Gorman, Chairman and Chief Executive Officer of Morgan Stanley, said, “The results announced today allow us to restart our share repurchase program in January, and we expect to continue the program throughout the coming year. With over 400bps of excess capital, we are in a position to continue to invest in our businesses while returning capital to shareholders and absorbing market volatility.”
The repurchases will be subject to market conditions and the Firm’s financial performance. Repurchases under the program in any period will be consistent with the Firm’s Stress Capital Buffer (SCB) requirement and other regulatory capital standards.
Morgan Stanley is a leading global financial services firm providing investment banking, securities, wealth management and investment management services. With offices in more than 41 countries, the Firm's employees serve clients worldwide including corporations, governments, institutions and individuals. For more information about Morgan Stanley, please visit www.morganstanley.com.