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): April 10, 2007
MORGAN STANLEY |
(Exact name of registrant as specified in its charter) |
|
Delaware | | 1-11758 | | 36-3145972 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
| | | | |
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 (see General Instruction A.2.):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) At the annual meeting of stockholders of Morgan Stanley (the “Company”) held on April 10, 2007, the Company’s stockholders, upon recommendation of the Board of Directors (the “Board”), approved the Company’s 2007 Equity Incentive Compensation Plan (the “Plan”). The Plan provides for various types of equity awards which may be made to officers, other employees and consultants of the Company and its subsidiaries and certain other persons. The types of awards authorized under the Plan include restricted stock, stock units, stock options, stock appreciation rights and other equity-based or equity-related awards. An aggregate of 100,000,000 shares of the Company’s common stock may be delivered pursuant to awards. No awards may be made under the Plan after April 10, 2012.
A copy of the Plan is attached hereto as Exhibit 10. The description of the Plan contained herein is qualified in its entirety by reference to the full text of the Plan.
Item 8.01. Other Events
The annual meeting of stockholders of the Company was held on April 10, 2007.
The stockholders voted on proposals to elect directors, to ratify the appointment of Deloitte & Touche LLP as independent auditor, and to approve the Plan. The stockholders also voted on stockholder proposals regarding simple majority vote and executive compensation advisory vote.
All nominees for election to the Board were elected for a term that will continue until the next annual meeting of stockholders or until the director’s successor has been duly elected and qualified (or the director’s earlier resignation, death or removal). The stockholders’ vote ratified the appointment of the independent auditor and approved the Plan. The stockholder proposal regarding simple majority vote was approved, and the stockholder proposal regarding executive compensation advisory vote was not approved. The number of votes cast for or against, and the number of abstentions and broker non-votes with respect to each proposal, is set forth below. The Company’s independent inspector of elections reported the vote of the stockholders as follows:
| For | | Against | | Abstain | | Broker Non-Vote |
| | | | | | | |
Election of Directors | | | | | | | |
| | | | | | | |
Roy J. Bostock | 826,431,237 | | 102,199,859 | | 16,240,850 | | * |
| | | | | | | |
Erskine B. Bowles | 902,163,762 | | 30,294,685 | | 12,413,501 | | * |
| | | | | | | |
Howard J. Davies | 915,500,612 | | 16,684,771 | | 12,686,562 | | * |
| | | | | | | |
C. Robert Kidder | 879,035,619 | | 51,375,858 | | 14,460,569 | | * |
| | | | | | | |
John J. Mack | 914,928,996 | | 18,876,725 | | 11,066,225 | | * |
| | | | | | | |
Donald T. Nicolaisen | 910,801,947 | | 20,583,556 | | 13,486,447 | | * |
| | | | | | | |
Charles H. Noski | 917,548,881 | | 12,716,006 | | 14,607,062 | | * |
| | | | | | | |
Hutham S. Olayan | 909,964,279 | | 21,149,816 | | 13,757,852 | | * |
| | | | | | | |
Charles E. Phillips, Jr. | 837,620,752 | | 94,047,235 | | 13,204,054 | | * |
| | | | | | | |
O. Griffith Sexton | 919,963,083 | | 11,549,863 | | 13,359,100 | | * |
| | | | | | | |
Laura D. Tyson | 830,318,764 | | 101,964,949 | | 12,588,241 | | * |
| | | | | | | |
Klaus Zumwinkel | 697,801,497 | | 233,036,104 | | 14,034,344 | | * |
| | | | | | | |
| | | | | | | |
Ratification of Independent Auditor | 924,589,146 | | 12,087,733 | | 8,195,580 | | * |
| | | | | | | |
Approve 2007 Equity Incentive Compensation Plan | 507,519,425 | | 329,568,000 | | 11,782,437 | | 96,002,596 |
| | | | | | | |
Stockholder Proposal Regarding Simple Majority Vote | 498,134,553 | | 336,953,803 | | 13,781,497 | | 96,002,605 |
| | | | | | | |
Stockholder Proposal Regarding Executive Compensation Advisory Vote | 316,056,011 | | 489,644,661 | | 43,169,173 | | 96,002,613 |
| | | | | | | |
* | Not applicable | | | | | | | |
| | | | | | | | |
Item 9.01. | Financial Statements and Exhibit |
| Exhibit No. | Description of Exhibit |
| 10 | Morgan Stanley 2007 Equity Incentive Compensation Plan. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | MORGAN STANLEY |
| | (Registrant) |
| | | |
| | | |
| | By: | /s/ Ronald T. Carman |
| | | Name: | Ronald T. Carman |
| | | Title: | Assistant Secretary |
Index to Exhibits
Exhibit No. | Description of Exhibit |
10 | Morgan Stanley 2007 Equity Incentive Compensation Plan |
