0000895421 false 0000895421 2021-05-20 2021-05-20 0000895421 us-gaap:CommonStockMember 2021-05-20 2021-05-20 0000895421 us-gaap:SeriesAPreferredStockMember 2021-05-20 2021-05-20 0000895421 us-gaap:SeriesEPreferredStockMember 2021-05-20 2021-05-20 0000895421 us-gaap:SeriesFPreferredStockMember 2021-05-20 2021-05-20 0000895421 MS:SeriesIPreferredStockMember 2021-05-20 2021-05-20 0000895421 MS:SeriesKPreferredStockMember 2021-05-20 2021-05-20 0000895421 MS:SeriesLPreferredStockMember 2021-05-20 2021-05-20 0000895421 MS:GlobalMediumTermNotesSeriesAFixedRateStepUpSeniorNotesDue2026ofMorganStanleyFinanceLlcMember 2021-05-20 2021-05-20 0000895421 MS:MorganStanleyCushingMlpHighIncomeIndexEtnsDueMarch212031Member 2021-05-20 2021-05-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

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.

 

Exhibit Number

Description

   
10.1 Morgan Stanley Equity Incentive Compensation Plan, as amended and restated as of March 26, 2021.
Exhibit 101 Interactive Data Files pursuant to Rule 406 of Regulation S-T formatted in Inline Extensible Business Reporting Language (“Inline XBRL”). 
Exhibit 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

(Registrant)

     
     
Date: May 20, 2021   By: /s/ Martin M. Cohen
        Name: Martin M. Cohen
        Title: Corporate Secretary