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):
October 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 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 |
|---|---|---|
| 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>Non-Cumulative Preferred Stock, Series A,<br>$0.01 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>Non-Cumulative Preferred Stock, Series E,<br>$0.01 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>Non-Cumulative Preferred Stock, Series F,<br>$0.01 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>Non-Cumulative Preferred Stock, Series I,<br>$0.01 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>Non-Cumulative Preferred Stock, Series K,<br>$0.01 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>Non-Cumulative Preferred Stock, Series L,<br>$0.01 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>Non-Cumulative Preferred Stock, Series O,<br>$0.01 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>Non-Cumulative Preferred Stock, Series P,<br>$0.01 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>Non-Cumulative Preferred Stock, Series Q,<br>$0.01 par value | MS/PQ | New York Stock Exchange |
| Global Medium-Term Notes, Series A, Fixed<br>Rate Step-Up Senior Notes Due 2026<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<br>Rate Notes Due 2029<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 8.01 | Other Events. |
|---|
Morgan Stanley (the "Company") announced the election of Edward Pick, Chief Executive Officer of the Company, to the position of Chairman of the Board of Directors, effective January 1, 2025. The Company also announced that James P. Gorman was named Chairman Emeritus, a non-director honorary designation, effective January 1, 2025.
A copy of the press release relating to this announcement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
Mr. Gorman has agreed to serve as a non-employee advisor to the Company beginning January 1, 2025 through the end of 2026, working with respect to matters in which the Company desires to benefit from the experience, expertise and relationships he developed over his 14-year Chief Executive Officer tenure to enhance Morgan Stanley’s business and impact globally. In connection with this engagement, the Board approved the following arrangement for the two-year term: an annual fee of $400,000, continuation of current health benefits, access to a car and driver, office and administrative support for Company business, and, pursuant to the Bylaws of the Company, in his capacity as advisor to the Company, rights with respect to the indemnification and advancement of expenses of directors and officers of the Company. This arrangement may be terminated by the Board in its discretion at any time and is subject to renewal at the Board’s option.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| Exhibit Number | Description |
| --- | --- |
| 99.1 | Press Release issued by Morgan Stanley dated October 24, 2024 |
| 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>(Registrant) | ||||
|---|---|---|---|---|
| Date: | October 24, 2024 | By: | /s/ Martin M. Cohen | |
| Name: | Martin M. Cohen | |||
| Title: | Corporate Secretary |
Exhibit 99.1
| FOR IMMEDIATE RELEASE |
|---|
October 24, 2024
Morgan Stanley Announces Ted Pick to Become Chairman on January 1, 2025
CEO Ted Pick was Elected by Board to Additional Position of Chairman in 2025; James Gorman to Step Down as Chairman and Retire from Firm at Year End
NEW YORK - Morgan Stanley (NYSE: MS) today announced that Chief Executive Officer Edward (Ted) Pick was elected by the Board of Directors to the additional position of Chairman, effective January 1, 2025.
James Gorman will step down as Chairman and leave the Board as expected at the end of 2024. Mr. Gorman will also retire from employment at Morgan Stanley and be named Chairman Emeritus at that time.
CEO and Chairman-elect Ted Pick said, “Under James’ extraordinary leadership over the past 15 years, Morgan Stanley has become a world-class global financial institution with a long-term sustainable business model. He has transformed our institution and given it a winning strategy and culture. I would like to thank him for his dedication to our Firm and the guidance and counsel he has personally provided me over the years. I would also like to thank the Board for the confidence they have expressed in me.”
Chairman James Gorman said, “It is time to hand the reins to the next generation of exceptional talent at Morgan Stanley. It has been an honor and a privilege to have led and been part of Morgan Stanley for nearly two decades, and I was blessed to work with so many talented, hard-working and values-driven colleagues. I am confident that with Ted’s tremendous leadership Morgan Stanley will continue its strong trajectory to even greater heights and new successes in the years ahead.”
Tom Glocer, Lead Director of the Board, said, “The Board is profoundly grateful to James for the transformation of our Firm under his leadership. Our Board benefited immensely from his strategic vision, patient execution and focus on talent development. Ted has proven to be an outstanding Chief Executive, and as Chairman and CEO, he will continue to strengthen and grow our world-class global franchise, attract top talent to our platform and carry forward our culture and values.”
Morgan Stanley is a leading global financial services firm providing a wide range of investment banking, securities, wealth management and investment management services. With offices in 42 countries, the Firm’s employees serve clients worldwide including corporations, governments, institutions and individuals. For further information about Morgan Stanley, please visit www.morganstanley.com.
Media Relations Contact: Wesley McDade, 212.761.2430
Investor Relations Contact: Leslie Bazos, 212.761.5352