8-KLeadership ChangesRegulation FDExhibits & Filings

MORGAN STANLEY 8-K Report, Executive Changes (Jun 28, 2012)

Filed June 28, 2012For Securities:MSMS-PKMS-POMS-PQMS-PAMS-PFMS-PIMS-PLMS-PPMS-PEMSTLW

Summary

Morgan Stanley announced significant changes to its Board of Directors and committee structures through an 8-K filing on June 28, 2012. The company elected Robert H. Herz as a new director, effective July 2, 2012, expanding the Board to 14 members. Mr. Herz, deemed independent and an "audit committee financial expert," has been appointed to the Audit Committee. This move aims to strengthen the board's oversight capabilities, particularly concerning financial reporting and audit matters. Furthermore, the filing details a rotation of committee chairs and new committee memberships, effective July 2, 2012. Notably, Donald T. Nicolaisen will chair the Audit Committee, and James W. Owens will chair the Nominating and Governance Committee, while new members have been added across several key committees including Audit, Compensation, Nominating and Governance, Operations and Technology, and Risk. These adjustments reflect Morgan Stanley's commitment to good corporate governance practices, including the periodic rotation of leadership and committee assignments.

Key Highlights

  • 1Robert H. Herz appointed as a new independent director and member of the Audit Committee, effective July 2, 2012.
  • 2Board of Directors size increased from 13 to 14 members.
  • 3Robert H. Herz is recognized as an "audit committee financial expert."
  • 4Donald T. Nicolaisen appointed as Chair of the Audit Committee.
  • 5James W. Owens appointed as Chair of the Nominating and Governance Committee.
  • 6Several new members appointed to various board committees, including Audit, Compensation, Nominating and Governance, Operations and Technology, and Risk.
  • 7The changes are presented as part of Morgan Stanley's commitment to periodic rotation of Board committee chairs and assignments and good corporate governance.

Frequently Asked Questions

Robert H. Herz is a newly elected independent director to Morgan Stanley's Board, effective July 2, 2012. His appointment is significant because he is designated as an "audit committee financial expert," indicating enhanced financial oversight and expertise for the company, particularly within the Audit Committee.

The filing indicates a rotation of committee chairs and new committee memberships. Donald T. Nicolaisen is now the Chair of the Audit Committee, and James W. Owens is the new Chair of the Nominating and Governance Committee. Additionally, several committees have new members, reflecting a strategic refresh of committee assignments.

The appointment of Robert H. Herz to the Board and the Audit Committee, as well as the new committee memberships and chair assignments, are all effective July 2, 2012.

Mr. Herz will be compensated as a non-employee director according to Morgan Stanley's standard practices for non-employee directors, as detailed in the company's Annual Proxy Statement filed on April 5, 2012.