8-KLeadership ChangesCorporate ChangesExhibits & Filings

MORGAN STANLEY 8-K Report, Executive Changes (Oct 29, 2015)

Filed October 29, 2015For Securities:MSMS-PKMS-POMS-PQMS-PAMS-PFMS-PIMS-PLMS-PPMS-PEMSTLW

Summary

This 8-K filing by Morgan Stanley details two significant corporate governance updates. Firstly, it announces the appointment of Nobuyuki Hirano, President and Group Chief Executive Officer of Mitsubishi UFJ Financial Group (MUFG), to Morgan Stanley's Board of Directors, effective November 1, 2015. This appointment fulfills a commitment under the Investor Agreement with MUFG and Mr. Hirano will also serve on the Board's Risk Committee. Secondly, the filing announces amendments to Morgan Stanley's Bylaws, effective October 29, 2015, to implement "proxy access." This change will allow certain long-term shareholders to nominate director candidates to be included in the company's proxy materials, subject to specific ownership and holding period requirements.

Key Highlights

  • 1Nobuyuki Hirano, CEO of MUFG, appointed to Morgan Stanley's Board of Directors.
  • 2Appointment is effective November 1, 2015, and fulfills a prior investor agreement.
  • 3Mr. Hirano will also serve on the Board's Risk Committee.
  • 4Morgan Stanley has amended its Bylaws to implement proxy access.
  • 5Proxy access allows qualifying shareholders to nominate directors for inclusion in company proxy materials.
  • 6Shareholders must own 3% or more of outstanding shares continuously for at least three years to utilize proxy access.
  • 7Bylaws also updated to allow stockholder meetings via remote communications.

Frequently Asked Questions

Nobuyuki Hirano is the President and Group Chief Executive Officer of Mitsubishi UFJ Financial Group (MUFG). His appointment to the Morgan Stanley Board of Directors is a fulfillment of a commitment made under the Investor Agreement between Morgan Stanley and MUFG, which stipulated that MUFG would have senior representatives on the Board.

Proxy access, as implemented in Morgan Stanley's amended Bylaws, allows eligible shareholders (or groups of shareholders) to nominate director candidates for inclusion in the company's own proxy materials for annual meetings. This means shareholders who meet specific long-term ownership requirements (3% or more for at least three years) can have their director nominees considered alongside management's nominees, potentially increasing shareholder influence on board composition.

No, the filing explicitly states that Mr. Hirano will not receive any compensation for serving as a director of Morgan Stanley.

In addition to proxy access, the Bylaws were amended to allow stockholder meetings to be held by remote communications. Conforming changes, clarifications, and updates were also made regarding special meeting requests and requirements for stockholder nominations and business submissions.