8-KCorporate ChangesExhibits & Filings

MORGAN STANLEY 8-K Report, Bylaw Amendment (Jan 18, 2022)

Filed January 18, 2022For Securities:MSMS-PKMS-POMS-PQMS-PAMS-PFMS-PIMS-PLMS-PPMS-PEMSTLW

Summary

Morgan Stanley filed an 8-K on January 18, 2022, to report the elimination of its Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series H. This action follows the redemption of all shares of this series of preferred stock, which occurred on the same date. The filing effectively removes the Series H Preferred Stock from the company's charter and its associated provisions. Notably, none of the 52,000 authorized shares of Series H Preferred Stock were outstanding at the time of the filing, indicating a clean slate for this specific class of preferred stock. For investors, this filing primarily signifies a housekeeping measure by Morgan Stanley. It demonstrates the company's proactive management of its capital structure and corporate governance documents. The elimination of a redeemed and fully retired series of preferred stock streamlines the company's charter and simplifies its capital structure, which can be viewed positively by stakeholders as it removes potential administrative complexities associated with dormant preferred stock classes.

Key Highlights

  • 1Morgan Stanley filed a Certificate of Elimination for its Series H Preferred Stock on January 18, 2022.
  • 2The Series H Preferred Stock was redeemed by Morgan Stanley on January 18, 2022.
  • 3The Certificate of Elimination removes all references to Series H Preferred Stock from Morgan Stanley's Amended and Restated Certificate of Incorporation.
  • 4No shares of Series H Preferred Stock were outstanding at the time of the filing.
  • 5This action converts the previously designated shares back to undesignated preferred stock.
  • 6The filing is considered a corporate governance housekeeping item.

Frequently Asked Questions

The main purpose of this 8-K filing is to formally report the elimination of Morgan Stanley's Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series H, from its charter, following the complete redemption of this stock.

No, this filing does not directly impact the existing outstanding shares of Morgan Stanley common stock. It relates to a specific series of preferred stock that has already been redeemed.

Morgan Stanley would eliminate a series of preferred stock after it has been fully redeemed to simplify its corporate structure and charter documents. This removes any administrative or governance remnants associated with that specific stock series.

It means that after the elimination of the Series H designation, the 52,000 authorized shares of preferred stock revert to being general preferred stock of the company, without any specific rights or features attached to the Series H designation. They can potentially be designated for other purposes in the future, though none were outstanding at the time of elimination.