8-KLeadership ChangesCorporate ChangesExhibits & Filings

MORGAN STANLEY 8-K Report, Executive Changes (Jul 20, 2011)

Filed July 20, 2011For Securities:MSMS-PKMS-POMS-PQMS-PAMS-PFMS-PIMS-PLMS-PPMS-PEMSTLW

Summary

This Morgan Stanley (MS) 8-K filing from July 20, 2011, primarily details two key corporate actions. First, the company has officially eliminated its Series B Preferred Stock following its conversion into common stock by Mitsubishi UFJ Financial Group (MUFG) on June 30, 2011. This move formally removes the Series B designation from the company's charter, simplifying its capital structure. Second, in connection with the ongoing strategic alliance with MUFG, Morgan Stanley's Board of Directors has been expanded to 14 members with the election of Ryosuke Tamakoshi, a senior advisor at The Bank of Tokyo-Mitsubishi UFJ, Ltd., and former chairman of MUFG. This appointment, which includes Mr. Tamakoshi joining the Operations and Technology Committee, underscores the deepening relationship between the two financial institutions and reflects MUFG's significant stake and influence.

Key Highlights

  • 1Morgan Stanley officially eliminated its Series B Non-Cumulative Non-Voting Perpetual Convertible Preferred Stock, which had been converted to common stock on June 30, 2011.
  • 2The company's Board of Directors was expanded from 13 to 14 members.
  • 3Ryosuke Tamakoshi was elected to the Board of Directors.
  • 4Mr. Tamakoshi brings extensive experience from MUFG and its legacy banks, including previous roles as Chairman of MUFG and President & CEO of UFJ Holdings.
  • 5Mr. Tamakoshi has been appointed to the Operations and Technology Committee.
  • 6No compensation will be paid to Mr. Tamakoshi for his board service at this time.
  • 7The filing reinforces the ongoing strategic alliance between Morgan Stanley and MUFG, including their joint venture in Japan (MUMSS).

Frequently Asked Questions

The elimination of the Series B Preferred Stock signifies the formal conclusion of this equity class following its conversion into common stock. This simplifies Morgan Stanley's capital structure and removes any residual provisions associated with that specific preferred stock series.

Ryosuke Tamakoshi is a seasoned executive with deep experience in the Japanese banking sector, holding senior advisory roles at The Bank of Tokyo-Mitsubishi UFJ, Ltd. and having previously served as Chairman of MUFG and CEO of UFJ Holdings. His appointment to the Morgan Stanley board reflects the ongoing strategic alliance and significant relationship between Morgan Stanley and MUFG, ensuring representation from its key partner.

According to the filing, Mr. Tamakoshi will not receive any compensation for serving as a director at this time.

The appointment of Mr. Tamakoshi to the board and the expansion of the board size are direct outcomes of the ongoing strategic alliance between Morgan Stanley and MUFG. This alliance includes significant joint ventures, such as Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (MUMSS) in Japan, and this board appointment reinforces the partnership.