Morgan Stanley 8-K, filed Nov 10, 2021
Morgan Stanley (MS)
About this 8-K
Morgan Stanley filed this 8-K on November 10, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant To Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant
as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
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 Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications 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 |
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Depositary Shares, each representing 1/1,000th interest in a share of Floating Rate |
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Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate |
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Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate |
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Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate |
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Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate |
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Depositary Shares, each representing 1/1,000th interest in a share of 4.875% |
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Depositary Shares, each representing 1/1,000th interest in a share of 4.250% |
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of Morgan Stanley Finance LLC (and Registrant’s guarantee with respect thereto) |
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 November 10, 2021, the Board of Directors (“Board”) of Morgan Stanley (the “Company”) elected Erika H. James to the Board, effective January 1, 2022. The Board determined that Ms. James is independent in accordance with the director independence standards established under the Company’s Corporate Governance Policies.
Ms. James will receive compensation as a non−employee director in accordance with the Company’s non−employee director compensation practices described in “Item 1 − Election of Directors: Corporate Governance Practices− Director Compensation” of the Company’s Annual Meeting Proxy Statement filed with the Securities and Exchange Commission on April 1, 2021.
The Company’s related press release is attached as Exhibit 99.1 to this Current Report on Form 8−K and is incorporated by reference in its entirety.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit | |
| Number | Description |
| 99.1 | Press release of the Company, dated November 10, 2021 |
| 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.
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MORGAN STANLEY (Registrant) | |||||
| Date: | November 10, 2021 | By: | /s/ Martin M. Cohen | ||
| Name: | Martin M. Cohen | ||||
| Title: | Corporate Secretary | ||||
Exhibit 99.1
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FOR IMMEDIATE RELEASE |
NOVEMBER 10, 2021
Erika James Elected to Morgan Stanley Board of Directors
NEW YORK - Morgan Stanley (NYSE: MS) today announced that Erika James has been elected to the
Company’s Board of Directors, effective January 1, 2022.
Ms. James, 52, is the Dean of the Wharton School at the University of Pennsylvania. Prior to this, she was the John H. Harland Dean at Emory University’s Goizueta Business School from 2014 to 2020.
James Gorman, Chairman and CEO of Morgan Stanley, said, “I am very pleased to welcome Dean James to our Board. She brings strong management and strategy experience and is a leading expert in crisis leadership and workplace diversity. Our Firm will benefit enormously from her expertise as we continue to build a talent-driven, diverse organization with strengthened leadership.”
Ray Wilkins, Chair of the Board’s Nominating and Governance Committee, said, “We warmly welcome Dean James as she joins our Board. We look forward to working with her and benefiting from her knowledge and leadership in organizational management.”
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.
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