Morgan Stanley 8-K Hints at Officer/Comp Changes

TL;DR

**Morgan Stanley filed an 8-K about officer and compensation changes, but gave no details.**

AI Summary

Morgan Stanley filed an 8-K on January 19, 2024, reporting events that occurred on January 17, 2024, related to "Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers" and "Other Events." While the filing confirms the company's various stock classes (Common Class A, Series A, E, F, I, K, L, O, P Preferred Stock) and notes (Global Medium Term Notes Series A), it does not disclose specific names, dollar amounts, or detailed changes. This matters to investors because it signals potential executive or compensation changes, which could impact future leadership, strategy, and financial performance, but without specifics, it creates uncertainty.

Why It Matters

This filing indicates potential shifts in Morgan Stanley's leadership or executive compensation structure, which could influence the company's strategic direction and financial health. Investors need to monitor for subsequent disclosures to understand the full impact.

Risk Assessment

Risk Level: medium — The filing signals potential significant changes in leadership or compensation without providing specifics, creating uncertainty and requiring further investigation by investors.

Analyst Insight

Investors should monitor Morgan Stanley's subsequent filings and press releases for specific details regarding the reported officer and compensation changes, as these could significantly impact the company's future performance and stock valuation. Without specifics, it's difficult to make an informed decision.

Key Numbers

• 2024-01-17 — Date of earliest event reported (The date the reported events occurred.)
• 2024-01-19 — Filed as of date (The date the 8-K filing was submitted to the SEC.)

Key Players & Entities

• Morgan Stanley (company) — the registrant filing the 8-K
• Delaware (company) — state of incorporation for Morgan Stanley
• 001-11758 (dollar_amount) — Commission File Number
• 36-3145972 (dollar_amount) — IRS Employer Identification No.
• 1585 Broadway, New York, New York 10036 (company) — Address of Principal Executive Offices
• 212-761-4000 (dollar_amount) — Registrant's telephone number

Forward-Looking Statements

• Morgan Stanley will release further details regarding the officer and compensation changes within the next quarter. (Morgan Stanley) — medium confidence, target: 2024-04-19

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value MS New York Stock Exchange
• $40 million — rget range for 2023 CEO compensation of $40 million or more for strong performance exceedin
• $20 million — g performance exceeding expectations to $20 million or less for performance below expectati
• $40 billion — arket capitalization has increased from $40 billion to $153 billion) Firm net revenues we
• $153 billion — ation has increased from $40 billion to $153 billion) Firm net revenues were $54.1 billion
• $54.1 billion — $153 billion) Firm net revenues were $54.1 billion and net income applicable to Morgan Sta
• $9.1 b — income applicable to Morgan Stanley was $9.1 billion, or $5.18 per diluted share Ove
• $5.18 — to Morgan Stanley was $9.1 billion, or $5.18 per diluted share Over 60% of the Fir
• $0.85 — The quarterly dividend was increased to $0.85 (up from $0.05 in 2010), with total div
• $0.05 — ividend was increased to $0.85 (up from $0.05 in 2010), with total dividends paid of
• $5.4 billion — in 2010), with total dividends paid of $5.4 billion (up from $0.3 billion in 2010), and the
• $0.3 billion — dividends paid of $5.4 billion (up from $0.3 billion in 2010), and the Firm repurchased $5.3
• $5.3 billion — lion in 2010), and the Firm repurchased $5.3 billion in shares Over his 14-year tenure as
• $37 million — Gorman's total compensation for 2023 at $37 million. Consistent with previous years, 75% of
• $1.5 million — ry 1, 2024, a new annual base salary of $1.5 million for Mr. Pick, the Firm's CEO as of Janu

Filing Documents

• dp205475_8k.htm (8-K) — 61KB
• 0000950103-24-000919.txt ( ) — 324KB
• ms-20240117.xsd (EX-101.SCH) — 5KB
• ms-20240117_def.xml (EX-101.DEF) — 30KB
• ms-20240117_lab.xml (EX-101.LAB) — 41KB
• ms-20240117_pre.xml (EX-101.PRE) — 28KB
• dp205475_8k_htm.xml (XML) — 14KB

01 Other Events

Item 8.01 Other Events Morgan Stanley (the "Firm") today announced that the Compensation, Management Development and Succession Committee of the Firm's Board of Directors (the "Compensation Committee") has determined in consultation with the Firm's Board of Directors the 2023 compensation for James P. Gorman, as Chairman and Chief Executive Officer ("CEO") of the Firm for 2023. Mr. Gorman stepped down as CEO of the Firm at the end of 2023 and became Executive Chairman of the Firm effective January 1, 2024. As in prior years, the Compensation Committee used its long-standing framework to determine CEO compensation for 2023, including establishing a target compensation range for the CEO. At the start of 2023, the Compensation Committee, in consultation with its independent compensation consultant, established a target range for 2023 CEO compensation of $40 million or more for strong performance exceeding expectations to $20 million or less for performance below expectations. The Compensation Committee based its decision of Mr. Gorman's 2023 compensation on its assessment of Mr. Gorman's outstanding performance, including his exemplary execution of CEO succession and the transition of leadership and the resolution of many outstanding legal and regulatory matters. Under Mr. Gorman's leadership, for 2023: The Firm achieved total shareholder return of 14% and premium valuation relative to core banking peers (since 2010, when Mr. Gorman became CEO, the stock price has more than tripled and market capitalization has increased from $40 billion to $153 billion) Firm net revenues were $54.1 billion and net income applicable to Morgan Stanley was $9.1 billion, or $5.18 per diluted share Over 60% of the Firm's pre-tax profit came from the Firm's Wealth and Investment Management businesses (up from approximately 30% in 2010 and net revenues from both businesses have more than doubled and client assets have more than tripled since 2010) Institutional Securities conti

02 Departure of Certain Directors

Item 5.02 Departure of Certain Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On January 17, 2024, the Compensation Committee approved, effective retroactively from January 1, 2024, a new annual base salary of $1.5 million for Mr. Pick, the Firm's CEO as of January 1, 2024. This salary adjustment is intended to bring Mr. Pick's base salary in line with the base salary that was paid to Mr. Gorman as CEO. This Report on Form 8-K may contain forward-looking statements including the attainment of certain financial and other targets, objectives, and goals. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made, which reflect management's current estimates, projections, expectations, assumptions, interpretations or beliefs and which are may affect the future results of the Firm, please see "Forward-Looking Statements" immediately preceding Part I, Item 1, "Competition" and "Supervision and Regulation" in Part I, Item 1, "Risk Factors" in Part I, Item 1A, "Legal Proceedings" in Part I, Item 3, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 and "Quantitative and Qualitative Disclosures about Market Risk" in Part II, Item 7A in the Firm's Annual Report on Form 10-K for the year ended December 31, 2022 and other items throughout the Form 10-K, the Firm's Quarterly Reports on Form 10-Q, the Firm's Current Reports on Form 8-K, including any amendments thereto. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. MORGAN STANLEY (Registrant) Date: January 19, 2024 By:

View Full Filing

View this 8-K filing on SEC EDGAR