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 18, 2010
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)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the 2010 Annual Meeting of Shareholders (“Annual Meeting”) of Morgan Stanley (the “Company”) held on Tuesday, May 18, 2010, shareholders approved an amendment to the Company’s 2007 Equity Incentive Compensation Plan (the “Plan”) to authorize an additional 38 million shares to be available for issuance as awards under the Plan.
For a description of the terms and conditions of the Plan, as amended and restated as of March 19, 2010, see “Summary of the Plan as Proposed to be Amended” under “Item 4. Company Proposal to Amend 2007 Equity Incentive Compensation Plan” in the proxy statement for the Company’s Annual Meeting, which description is incorporated herein by reference. The description of the Plan contained in the proxy statement is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed herewith as an exhibit to this Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Company’s Annual Meeting, shareholders voted on proposals to elect directors to the Company’s Board of Directors (the “Board”) and to ratify the appointment of Deloitte & Touche LLP as independent auditor. The shareholders also voted on Company proposals to implement a non-binding advisory vote on executive compensation matters, to amend the Plan and on shareholder proposals regarding special shareowner meetings, executive equity holdings requirement, independent chair, report on pay disparity and recoupment of management bonuses.
All nominees for election to the Board were elected for a term that will continue until the next annual meeting of shareholders or until the director’s successor has been duly elected and qualified (or the director’s earlier resignation, death or removal). The shareholders’ vote ratified the appointment of the independent auditor, implemented a non-binding advisory vote on executive compensation matters as disclosed in the Company’s proxy statement and amended the Plan. The shareholder proposals regarding special shareowner meetings, executive equity holdings requirement, independent chair, report on pay disparity and recoupment of management bonuses were not approved.
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:
For | Against | Abstain | Broker Non-vote | |||||||
Election of Directors | ||||||||||
Roy J. Bostock | 720,133,584 | 388,706,212 | 6,341,745 | 119,696,153 | ||||||
Erskine B. Bowles | 1,080,659,013 | 27,835,909 | 6,686,665 | 119,696,107 | ||||||
Howard J. Davies | 1,091,346,439 | 16,550,050 | 7,285,088 | 119,696,117 | ||||||
James P. Gorman | 1,093,603,297 | 17,377,941 | 4,200,343 | 119,696,113 | ||||||
James H. Hance, Jr. | 1,060,846,104 | 46,278,563 | 8,056,911 | 119,696,116 | ||||||
Nobuyuki Hirano | 1,085,603,034 | 23,588,648 | 5,989,895 | 119,696,117 | ||||||
C. Robert Kidder | 1,076,622,604 | 32,057,214 | 6,501,763 | 119,696,113 | ||||||
John J. Mack | 1,089,045,548 | 21,260,461 | 4,875,567 | 119,696,118 | ||||||
Donald T. Nicolaisen | 1,088,882,126 | 20,187,799 | 6,111,655 | 119,696,114 | ||||||
Hutham S. Olayan | 1,058,695,368 | 49,778,703 | 6,707,513 | 119,696,115 | ||||||
O. Griffith Sexton | 1,095,476,409 | 14,001,923 | 5,703,247 | 119,696,115 | ||||||
Laura D. Tyson | 974,960,652 | 133,752,042 | 6,468,889 | 119,696,111 | ||||||
Ratification of Appointment of Independent Auditor | 1,219,636,240 | 11,071,864 | 4,169,590 | * | ||||||
Approve Compensation of Executives (Non-Binding Advisory Resolution) | 1,166,746,552 | 58,602,997 | 9,527,928 | * | ||||||
Amend 2007 Equity Incentive Compensation Plan | 725,133,250 | 385,289,064 | 4,759,206 | 119,696,174 | ||||||
Shareholder Proposal Regarding Special Shareowner Meetings | 354,855,284 | 752,751,969 | 7,574,311 | 119,696,130 | ||||||
Shareholder Proposal Regarding Executive Equity Holdings Requirement | 211,227,587 | 895,758,122 | 8,195,855 | 119,696,130 |
Shareholder Proposal Regarding Independent Chair | 300,588,322 | 807,809,602 | 6,783,646 | 119,696,124 | ||||||
Shareholder Proposal Regarding Report on Pay Disparity | 55,124,367 | 990,181,162 | 69,876,029 | 119,696,136 | ||||||
Shareholder Proposal Regarding Recoupment of Management Bonuses | 332,784,257 | 773,165,584 | 9,231,715 | 119,696,138 |
_______________
* Not applicable.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 2007 Equity Incentive Compensation Plan, as amended and restated as of March 19, 2010.
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 thereunto duly authorized.
MORGAN STANLEY (Registrant) | |||
By: | /s/ Martin M. Cohen | ||
Name: | Martin M. Cohen | ||
Title: | Corporate Secretary |
Date: May 19, 2010