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 27, 2022 (May 26, 2022)
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 of<br> Floating Rate<br><br> <br><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<br><br> <br>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<br><br> <br>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<br><br> <br>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<br><br> <br>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%<br><br> <br>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%<br><br> <br>Non-Cumulative Preferred Stock, Series O, $0.01 par value | MS/PO | New York Stock Exchange |
| Global Medium-Term Notes, Series A, Fixed Rate Step-Up Senior Notes Due 2026<br><br> <br>of Morgan Stanley Finance LLC (and Registrant’s guarantee with respect thereto) | MS/26C | 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. ☐
Item5.07. Submission of Matters to a Vote of Security Holders.
At the 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of Morgan Stanley (the “Company”) held on Thursday, May 26, 2022, 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 2022 fiscal year, and (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 8, 2022 for the Annual Meeting (the “2022 Proxy”) (a non-binding advisory vote). The Shareholders also voted on a shareholder proposal requesting adoption of a policy to cease financing new fossil fuel development (the “Shareholder Proposal”).
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 2022 fiscal year. The proposal to approve the compensation of the Company’s named executive officers as disclosed in the 2022 Proxy, through an advisory vote, was also approved by the Shareholders. The Shareholder Proposal was 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 |
|---|---|---|---|---|---|
| Alistair Darling | 1,460,588,572 | 8,803,079 | 2,231,252 | 128,592,084 | |
| Thomas H. Glocer | 1,433,475,789 | 35,093,887 | 3,053,227 | 128,592,084 | |
| James P. Gorman | 1,421,696,349 | 47,697,435 | 2,229,119 | 128,592,084 | |
| Robert H. Herz | 1,433,607,589 | 35,014,132 | 3,001,182 | 128,592,084 | |
| Erika H. James | 1,465,705,759 | 3,844,309 | 2,072,835 | 128,592,084 | |
| Hironori Kamezawa | 1,461,657,461 | 8,044,221 | 1,921,221 | 128,592,084 | |
| Shelley B. Leibowitz | 1,461,935,633 | 7,624,436 | 2,062,834 | 128,592,084 | |
| Stephen J. Luczo | 1,458,204,658 | 11,121,161 | 2,297,084 | 128,592,084 | |
| Jami Miscik | 1,463,537,311 | 5,920,803 | 2,164,789 | 128,592,084 | |
| Masato Miyachi | 1,465,534,096 | 4,096,463 | 1,992,344 | 128,592,084 | |
| Dennis M. Nally | 1,446,635,248 | 22,790,149 | 2,197,506 | 128,592,084 | |
| Mary L. Schapiro | 1,444,773,233 | 23,467,834 | 3,381,836 | 128,592,084 | |
| Perry M. Traquina | 1,464,628,493 | 4,817,655 | 2,176,755 | 128,592,084 | |
| Rayford Wilkins, Jr. | 1,410,168,451 | 58,496,095 | 2,958,357 | 128,592,084 | |
| 2. | Ratification of Appointment of Independent Auditor | 1,549,401,606 | 49,078,085 | 1,735,296 | * |
| 3. | Approval of Compensation of Executives (Non-Binding Advisory Vote) | 1,398,415,858 | 68,906,336 | 4,300,709 | 128,592,084 |
| 4. | Shareholder Proposal Regarding New Fossil Fuel Development | 123,321,013 | 1,331,405,907 | 16,895,983 | 128,592,084 |
_____________
* 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><br> <br><br><br> <br>(Registrant) | ||||
|---|---|---|---|---|
| Date: | May 27, 2022 | By: | /s/ Martin M. Cohen | |
| Name: | Martin M. Cohen | |||
| Title: | Corporate Secretary |