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
Date of report (Date of earliest event reported):
(Exact Name of Registrant
as Specified in Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number,
including area code: (
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:
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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of Morgan Stanley Finance LLC (and Registrant’s guarantee with respect thereto) |
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of Morgan Stanley Finance LLC (and Registrant’s guarantee with respect thereto) |
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 20, 2023, the Board of Directors of Morgan Stanley (the “Company”) approved and adopted amendments (the “Amendments”) to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective as of January 20, 2023, to clarify and implement certain procedural and disclosure requirements for the Company’s shareholders proposing director nominations for consideration at the Company’s annual or special meetings of shareholders in light of the “universal proxy” rules recently adopted by the Securities and Exchange Commission pursuant to Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Amendments also include updates to matters related to quorum, as well as other technical, conforming, clarifying and modernizing revisions.
Among other revisions, the Amendments to the Bylaws:
· | Clarify certain procedural requirements with respect to director nominations related to the form of the delivery of notices and the number of nominees that shareholders may nominate for election; |
· | Enhance the disclosure requirements in connection with director nominations by shareholders to include (a) additional information regarding the shareholder making the director nomination(s), the director nominee(s), and their affiliates and (b) a requirement that the information is updated and supplemented to be accurate and timely; and |
· | Require that the shareholder making the director nomination(s), pursuant to Rule 14a-19, provide a representation regarding whether such shareholder intends to solicit the holders of shares of the Company’s common stock representing at least 67% of the voting power of the shares entitled to vote on the election of directors and provide reasonable evidence of compliance with Rule 14a-19 upon request. |
The foregoing description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the Bylaws, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit Number |
Description |
3.1 | Amended and Restated Bylaws of Morgan Stanley, adopted on January 20, 2023. |
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: | January 23, 2023 | By: | /s/ Martin Cohen | ||
Name: | Martin Cohen | ||||
Title: | Corporate Secretary |