UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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area code: (
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Depositary Shares, each representing 1/1,000th interest in a share of Floating Rate |
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Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate |
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Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate |
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Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate |
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Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate |
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Depositary Shares, each representing 1/1,000th interest in a share of 4.875% |
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Depositary Shares, each representing 1/1,000th interest in a share of 4.250% |
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Depositary Shares, each representing 1/1,000th interest in a share of 6.500% |
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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 Principal Officers; Election of Directors; Appointment of Principal Officers.
On May 23, 2024, Morgan Stanley (the “Company”) announced that James P. Gorman will step down as Executive Chairman and as a member of the Board of Directors of the Company, effective December 31, 2024.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of the Company held on Thursday, May 23, 2024, 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 2024 fiscal year, (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 5, 2024 for the Annual Meeting (the “2024 Proxy”) (a non-binding advisory vote) and (iv) approve the Company’s Non-U.S. Nonqualified Employee Stock Purchase Plan, as disclosed in the 2024 Proxy. The Shareholders also voted on shareholder proposals requesting (x) a report on the risks of politicized de-banking, (y) a report on transparency in lobbying and (z) annual disclosure of the Company’s Clean Energy Supply Financing Ratio (as defined in the 2024 Proxy) (collectively, the “Shareholder Proposals”).
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 2024 fiscal year. The proposals (i) to approve the compensation of the Company’s named executive officers as disclosed in the 2024 Proxy, through an advisory vote, and (ii) to approve the Company’s Non-U.S. Nonqualified Employee Stock Purchase Plan were also approved by the Shareholders. The Shareholder Proposals were 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 Non–vote |
Megan Butler | 1,350,078,879 | 4,659,334 | 1,630,400 | 130,322,695 | |
Thomas H. Glocer | 1,316,386,483 | 38,134,176 | 1,847,954 | 130,322,695 | |
James P. Gorman | 1,337,962,753 | 17,200,097 | 1,205,763 | 130,322,695 | |
Robert H. Herz | 1,321,728,938 | 32,779,795 | 1,859,880 | 130,322,695 | |
Erika H. James | 1,324,062,005 | 30,573,481 | 1,733,127 | 130,322,695 | |
Hironori Kamezawa | 1,344,893,729 | 9,809,767 | 1,665,117 | 130,322,695 | |
Shelley B. Leibowitz | 1,345,388,211 | 9,163,304 | 1,817,098 | 130,322,695 | |
Stephen J. Luczo | 1,330,562,635 | 23,869,767 | 1,936,211 | 130,322,695 | |
Jami Miscik | 1,348,233,102 | 6,271,680 | 1,863,831 | 130,322,695 | |
Masato Miyachi | 1,345,120,700 | 9,588,455 | 1,659,458 | 130,322,695 | |
Dennis M. Nally | 1,314,168,000 | 40,385,912 | 1,814,701 | 130,322,695 | |
Edward Pick | 1,347,129,543 | 7,809,996 | 1,429,074 | 130,322,695 | |
Mary L. Schapiro | 1,336,763,618 | 17,895,072 | 1,709,923 | 130,322,695 | |
Perry M. Traquina | 1,349,675,333 | 4,790,103 | 1,903,177 | 130,322,695 | |
Rayford Wilkins, Jr. | 1,265,111,468 | 89,363,582 | 1,893,563 | 130,322,695 | |
2. |
Ratification of Appointment of Independent Auditor |
1,435,456,637 | 49,819,093 | 1,415,578 | * |
3.
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Approval of Compensation of Executives (Non-Binding Advisory Vote) |
1,011,776,281 | 336,712,014 | 7,880,318 | 130,322,695 |
4. | Approval of Non-U.S. Nonqualified Employee Stock Purchase Plan | 1,347,742,547 | 6,067,203 | 2,558,863 | 130,322,695 |
5.
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Shareholder Proposal Requesting a Report on the Risks of Politicized De-Banking |
21,194,790 | 1,321,544,997 | 13,628,826 | 130,322,695 |
6.
|
Shareholder Proposal Requesting a Report on Transparency in Lobbying |
416,036,591 | 917,300,857 | 23,031,165 | 130,322,695 |
7.
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Shareholder Proposal Requesting Annual Disclosure of the Company’s Clean Energy Supply Financing Ratio |
305,341,425 | 1,027,626,655 | 23,400,533 | 130,322,695 |
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* 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 (Registrant) | |||||
Date: | May 24, 2024 | By: | /s/ Martin M. Cohen | ||
Name: | Martin M. Cohen | ||||
Title: | Corporate Secretary |