8-KShareholder Matters

MORGAN STANLEY 8-K Report, Shareholder Vote Results (May 22, 2023)

Filed May 22, 2023For Securities:MSMS-PKMS-POMS-PQMS-PAMS-PFMS-PIMS-PLMS-PPMS-PEMSTLW

Summary

Morgan Stanley's 8-K filing from May 22, 2023, details the outcomes of its Annual Meeting of Shareholders held on May 19, 2023. The primary focus is on shareholder voting results for several key proposals, including the election of directors, ratification of the independent auditor, executive compensation approval, and shareholder-initiated proposals. Investors will note that all incumbent directors were re-elected with significant support, and the appointment of Deloitte & Touche LLP as the independent auditor for fiscal year 2023 was ratified. The advisory vote to approve the compensation of named executive officers also passed. Importantly, shareholders voted overwhelmingly in favor of holding an advisory vote on executive compensation annually, a decision the Board has committed to for at least the next six years.

Key Highlights

  • 1All director nominees were elected by shareholders, indicating strong confidence in the current board.
  • 2Deloitte & Touche LLP was ratified as Morgan Stanley's independent auditor for the 2023 fiscal year.
  • 3The advisory vote to approve the compensation of named executive officers received majority support from shareholders.
  • 4Shareholders voted overwhelmingly (approximately 1,367,992,449 votes) to hold an advisory vote on executive compensation on an annual basis.
  • 5The Board of Directors has committed to holding an annual advisory vote on executive compensation until at least the 2029 Annual Meeting.
  • 6Both shareholder proposals, one regarding the right to call a special meeting and another to cease financing new fossil fuel development, were not approved by the shareholders.

Frequently Asked Questions

At the 2023 Annual Meeting, shareholders elected all director nominees, ratified the appointment of Deloitte & Touche LLP as the independent auditor, approved the compensation of named executive officers on an advisory basis, and voted to hold executive compensation advisory votes annually. Shareholder proposals related to special meetings and fossil fuel financing were not approved.

Yes, the compensation of Morgan Stanley's named executive officers, as disclosed in the proxy statement, was approved by shareholders through a non-binding advisory vote. This proposal received substantial support with over 1.33 billion votes in favor.

Shareholders voted decisively to hold an advisory vote on executive compensation every year. The Board of Directors has agreed to this, and it will continue annually until the next advisory vote on frequency, which will be no later than the 2029 Annual Meeting.

No, both shareholder proposals, one requesting improved shareholder rights to call a special meeting and the other advocating for a policy to cease financing new fossil fuel development, were not approved by the shareholders.