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 20, 2021
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 interest in a share of Floating Rate 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 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 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 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 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% Non-Cumulative Preferred Stock, Series L, $0.01 par value | MS/PL | New York Stock Exchange |
Global Medium-Term Notes, Series A, Fixed Rate Step-Up Senior Notes Due 2026 of Morgan Stanley Finance LLC (and Registrant’s guarantee with respect thereto) | MS/26C | New York Stock Exchange |
| Morgan Stanley Cushing® MLP High Income Index ETNs due March 21, 2031 | MLPY | NYSE Arca, Inc. |
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.
At the 2021 Annual Meeting of Shareholders (the “Annual Meeting”) of Morgan Stanley (the “Company”) held on Thursday, May 20, 2021, shareholders approved the amended and restated Equity Incentive Compensation Plan (the “EICP”) to increase the number of shares of common stock available to be granted under the EICP by 60 million shares, to extend the term of the EICP for an additional five years, and to remove references to Section 162(m) of the Internal Revenue Code that have become obsolete as a result of the Tax Cuts and Jobs Act.
For a description of the terms and conditions of the EICP, as amended and restated as of March 26, 2021, see “Summary of the EICP as Proposed to be Amended and Restated” under “Item 4. Company Proposal to Approve the Amended and Restated Equity Incentive Compensation Plan” in the proxy statement filed with the Securities and Exchange Commission on April 1, 2021 for the Annual Meeting (the “2021 Proxy”), which description is incorporated herein by reference. The description of the EICP contained in the 2021 Proxy is qualified in its entirety by reference to the full text of the EICP, a copy of which is filed hereto as Exhibit 10.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, shareholders 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 independent auditor, (iii) approve the compensation of executives as disclosed in the 2021 Proxy (a non-binding advisory vote) and (iv) approve the amended and restated EICP.
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. The proposal to approve the compensation of executives as disclosed in the 2021 Proxy, through an advisory vote, was approved. The proposal to approve the amended and restated EICP was 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:
| 1. | Election of Directors | FOR | AGAINST | ABSTAIN | Broker Non-vote |
| | Elizabeth Corley | 1,553,934,393 | 14,404,009 | 1,700,821 | 124,628,001 |
| | Alistair Darling | 1,559,332,941 | 8,754,048 | 1,952,234 | 124,628,001 |
| | Thomas H. Glocer | 1,549,851,577 | 18,061,548 | 2,126,098 | 124,628,001 |
| | James P. Gorman | 1,514,818,240 | 53,119,545 | 2,101,438 | 124,628,001 |
| | Robert H. Herz | 1,542,414,216 | 25,663,268 | 1,961,739 | 124,628,001 |
| | Nobuyuki Hirano | 1,562,968,337 | 5,031,081 | 2,039,805 | 124,628,001 |
| | Hironori Kamezawa | 1,563,696,127 | 4,315,549 | 2,027,547 | 124,628,001 |
| | Shelley B. Leibowitz | 1,564,632,780 | 3,675,116 | 1,731,327 | 124,628,001 |
| | Stephen J. Luczo | 1,562,916,325 | 4,895,077 | 2,227,821 | 124,628,001 |
| | Jami Miscik | 1,563,570,198 | 4,213,852 | 2,255,173 | 124,628,001 |
| | Dennis M. Nally | 1,546,847,868 | 20,976,868 | 2,214,487 | 124,628,001 |
| | Mary L. Schapiro | 1,553,785,964 | 14,581,090 | 1,672,169 | 124,628,001 |
| | Perry M. Traquina | 1,563,544,900 | 4,450,958 | 2,043,365 | 124,628,001 |
| | Rayford Wilkins, Jr. | 1,533,119,939 | 30,742,077 | 6,177,207 | 124,628,001 |
| | | | | | |
2. | Ratification of Appointment of Independent Auditor | 1,644,958,209 | 48,026,241 | 1,682,774 | * |
| | | | | | |
3. | Approval of Compensation of Executives (Non-Binding Advisory Vote) | 1,504,043,961 | 62,339,747 | 3,655,515 | 124,628,001 |
| | | | | | |
4. | Approval of the Amended and Restated Equity Incentive Compensation Plan | 1,500,642,638 | 66,010,927 | 3,385,658 | 124,628,001 |
| | | | | | |
_______________
* Not applicable.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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 (Registrant) |
| | | |
| | | |
| Date: | May 20, 2021 | | By: | /s/ Martin M. Cohen |
| | | | | Name: | Martin M. Cohen |
| | | | | Title: | Corporate Secretary |
