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): June 27, 2019 |
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| Morgan Stanley |
(Exact Name of Registrant
as Specified in Charter) |
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| Delaware |
1-11758 |
36-3145972 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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| 1585 Broadway, New York, New York |
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10036 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
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| Registrant’s telephone number, including area code: (212) 761-4000 |
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| Not Applicable |
| (Former Name or Former Address, if Changed Since Last Report) |
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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 |
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Depositary Shares, each representing 1/1,000th interest in a
share of Floating Rate
Non-Cumulative Preferred Stock, Series A, $0.01 par value
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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 |
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Depositary Shares, each representing 1/1,000th interest in a
share of 6.625%
Non-Cumulative Preferred Stock, Series G, $0.01 par value
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MS/PG |
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 Stock, Series K, $0.01 par value |
MS/PK |
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 |
| Market Vectors ETNs due March 31, 2020 (two issuances) |
URR/DDR |
NYSE Arca, Inc. |
| Market Vectors ETNs due April 30, 2020 (two issuances) |
CNY/INR |
NYSE Arca, Inc. |
| 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 8.01 Other
Events.
Morgan Stanley (the
“Company”) today announced that the Board of Governors of the Federal Reserve System did not object to the
Company’s 2019 Capital Plan. The 2019 Capital Plan includes the repurchase of up to $6.0 billion of outstanding common
stock for the four quarters beginning in the third quarter of 2019 through the end of the second quarter of 2020, an increase
from $4.7 billion for the comparable four quarter period in the 2018 Capital Plan, as well as an increase in the
Company’s quarterly common stock dividend to $0.35 per share from the current $0.30 per share, beginning with the
common stock dividend expected to be declared by the Company’s Board of Directors in the third quarter of 2019.
Share repurchases under the
Company’s existing program authorized by the Board of Directors will be exercised from time to time through June 30, 2020,
at prices the Company deems appropriate subject to various factors, including the Company’s capital position and market conditions.
The share repurchases may be effected through open market purchases or privately negotiated transactions, including through Rule
10b5-1 plans, and may be suspended at any time.
A copy of the press release
relating to this announcement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on
Form 8-K contains forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date on which they are made, which reflect management’s current estimates,
projections, expectations, assumptions, interpretations or beliefs and which are subject to risks and uncertainties that may
cause actual results to differ materially. The Company does not undertake to update the forward-looking statements to reflect
the impact of circumstances or events that may arise after the date of forward-looking statements. For a discussion of
additional risks and uncertainties that may affect the future results, financial position or capital of the Company, please
see “Forward-Looking Statements” immediately preceding Part I, Item 1, “Competition” and
“Supervision and Regulation” in Part I, Item 1, “Risk Factors” in Part I, Item 1A, “Legal
Proceedings” in Part I, Item 3, “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” in Part II, Item 7 and “Quantitative and Qualitative Disclosures about Risk” in Part II, Item
7A, the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and other items throughout the Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any amendments thereto.
Item
9.01. Financial Statements and 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.
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MORGAN STANLEY
(Registrant) |
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| Date: June 27, 2019 |
By: |
/s/ Martin M. Cohen |
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Name: |
Martin M. Cohen |
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Title: |
Corporate Secretary |
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