8-K 1 dp09463_8k.htm

 
 
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 8, 2008
 
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:
 
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 8.01. Other Events.
 
The annual meeting of stockholders of Morgan Stanley (the “Company”) was held on April 8, 2008.
 
The stockholders 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 stockholders also voted on a Company proposal to amend the Company’s Certificate of Incorporation to eliminate all supermajority voting requirements and to remove certain provisions that are no longer in effect, and on a stockholder proposal regarding an executive compensation advisory vote.
 
A stockholder proposal on a human rights report, which was included in the Company’s proxy statement, was withdrawn by its proponent prior to the annual meeting after discussions with the Company.  This proposal had received the affirmative vote of 8.7% of the shares represented and voting at the meeting.
 
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 amendments to the Certificate of Incorporation.  Copies of the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated by reference herein.  The stockholder proposal regarding an executive compensation advisory vote was not approved by the stockholders.
 
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 election reported the vote of the stockholders as follows:
 
 
 
For
Against
Abstain
Broker
Non-vote
             
Election of Directors (percentages shown are of the votes cast)
  
             
Roy J. Bostock
 865,105,246   95,831,902  
*
*
  90.03%   9.97%      
             
Erskine B. Bowles 935,641,363   28,978,505  
*
*
  97.00%   3.00%      
             
Howard J. Davies 873,631,632   90,816,088  
*
*
  90.58%   9.42%      
             
C. Robert Kidder 878,022,268   86,417,581  
*
*
  91.04%   8.96%      
             
John J. Mack 913,275,372   52,231,347  
*
*
  94.59%   5.41%      
             
Donald T. Nicolaisen 902,265,132   62,209,939  
*
*
  93.55%   6.45%      
             
Charles H. Noski 903,265,060   61,155,985  
*
*
  93.66%   6.34%      
             
Hutham S. Olayan 944,610,845   19,706,502  
*
 *
 
97.96%
  
2.04%
    
 
 
 
 
   
For 
Against
Abstain
Broker
Non-vote
                 
Charles E. Phillips, Jr.   902,192,589   62,599,219  
*
*
     93.51%    6.49%        
               
O. Griffith Sexton   941,354,982   22,825,648  
*
*
    97.63%     2.37%        
               
Laura D. Tyson   933,417,178   31,673,115  
*
*
      96.72%    3.28%        
                   
Ratification of Independent Auditors
(percentages shown are of the shares represented and voting at the meeting)
  
956,889,041
     97.82%
  
10,527,893
      1.08%
  
         10,777,022
1.10%
 
*
   
 
 
 
 
 
     
Amend the Certificate of Incorporation to Eliminate Supermajority Voting Requirements
(percentages shown are of the outstanding shares entitled to vote)
  
951,384,074
     86.13%
  
14,122,772
      1.28%
  
   12,687,083
       1.15%
  
*
                   
Shareholder Proposal Regarding Executive Compensation Advisory Vote
(percentages shown are of the shares represented and voting at the meeting)
  
304,400,289
     36.71%
  
500,859,121
      60.41%
  
   23,875,166
         2.88%
  
149,059,692
  
____________________
* Not applicable.

 
 Item 9.01.  Financial Statements and Exhibits.
 
 
     (d) Exhibits
 
 
Exhibit
    
 
Number
  
Description
 
 
 
3.1
  
Amended and Restated Certificate of Incorporation, as amended to date.
 
3.2
  
Amended and Restated Bylaws, as amended to date.
 

 
 
SIGNATURES
 
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:
April 10, 2008
  
By:
/s/ Martin M. Cohen
  
       
Name:
Martin M. Cohen
  
       
Title:
Assistant Secretary