Morgan Stanley Files Proxy Materials

TL;DR

MS proxy materials filed, no fee. Standard shareholder comms.

AI Summary

Morgan Stanley filed a Definitive Additional Materials proxy statement on May 9, 2024. This filing is related to the company's proxy materials and does not involve a fee. The company's principal executive offices are located at 1585 Broadway, New York, NY 10036.

Why It Matters

This filing indicates that Morgan Stanley is providing additional information to shareholders regarding proxy matters, which is a standard part of corporate governance and shareholder communication.

Risk Assessment

Risk Level: low — This is a routine filing of proxy materials, not indicating any unusual financial events or risks.

Key Players & Entities

• MORGAN STANLEY (company) — Registrant
• 0000950103-24-006508 (filing_id) — Accession Number
• 20240509 (date) — Filing Date
• 1585 BROADWAY (address) — Principal Business Address
• NEW YORK (location) — City
• 10036 (zip_code) — Zip Code

FAQ

Key Financial Figures

• $20 million — entive, appropriate and incentivizing - $20 million. The CMDS Committee chose this value be
• $25 billion — 3 compensation expense of approximately $25 billion and approximately $150 billion in marke
• $150 billion — oximately $25 billion and approximately $150 billion in market capitalization. · St
• $1 — zero financed emissions targets and our $1 trillion sustainable financing target,
• $750 billion — sustainable financing target, of which $750 billion is focused on low-carbon and green solu

Filing Documents

• dp210659_defa14a.htm (DEFA14A) — 32KB
• image_001.jpg (GRAPHIC) — 2KB
• 0000950103-24-006508.txt ( ) — 36KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to §240.14a-12 Morgan Stanley (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. 1585 Broadway New York, NY 10036 May 9, 2024 Dear fellow Morgan Stanley shareholder: In 2024, there are seven proposals for your consideration, which are outlined in our most recent proxy statement. Morgan Stanley’s Board of Directors (Board) recommends that you vote: FOR : Four Management Proposals - Elect the Board for a one-year term - Ratify the appointment of Deloitte & Touche LLP as independent auditor - Approve the compensation of executives as disclosed in the proxy statement (“Say on Pay” non-binding advisory vote) - Approve the Non-U.S. Nonqualified Employee Stock Purchase Plan AGAINST : Three Shareholder Proposals - Report on Risks of Politicized De-Banking - Transparency in Lobbying - Clean Energy Supply Financing Ratio In the following paragraphs, we explain in particular why the Board believes it is important for you to vote FOR the “Say on Pay” proposal, and AGAINST the “Transparency in Lobbying” and “Clean Energy Supply Financing Ratio” proposals. “Say On Pay” Before the appointment of Ted Pick as Chief Executive Officer, many shareholders expressed concern that Messrs. Pick, Saperstein and Simkowitz, who had been so successful in execution of the Firm’s strategy and the growth of the Firm, would not be retained during the transition. After deliberation over multiple meetings, and in response to shareholder concerns about leadership continuity, the Compensation, Management Development and Succession Committee (“CMDS Committee”) granted a one-time award (Staking Award) to each of the three leaders. Through our engagement program with shareholders and proxy advisory firms we have received feedback praising our intentional, multi-year, and methodical succession process as well as the quality of our proxy disclosure regarding the Staking Awards and the clear and compelling rationale for granting the awards. However, some stakeholders have expressed that our disclosure may not adequately address the CMDS Committee’s determination of the value of the Staking Awards and have questioned whether the structure of the Staking Awards are sufficiently performance-based. We address these concerns below. This has been a unique time in our history as our Board conducted a comprehensive, transparent and thoughtful CEO succession planning process that has been widely lauded as exemplary. It led to the appointment of an exceptional CEO and the retention of a high-performing leadership team, which is an atypical outcome in financial services, and beneficial to our shareholders for the long-term. It is important to note in this context that the Firm does not have a practice of granting one-time awards to incumbents and the Staking Awards are not part of regular compensation nor will they be awarded on a regular basis. Clear and Compelling Rationale Responsive to Shareholder Concerns: The CMDS Committee recognized the CEO transition as a rare and appropriate circumstance in which to grant Staking Awards in equal amounts to stake the incoming CEO and Co-Presidents as a team to reinforce the message of collaboration in leadership through the transition. The CMDS Committee views the Staking Awards as an intentional approach to help ensure continuity of leadership that was critically important due to the three leaders’ diverse range of experiences and skill sets across businesses. To date, the three executives are working together closely to execute on the Firm’s long-term strategy, and the Firm continues to have strong financial performance. 1585 Broadway New York, NY 10036 Pay for Performance Design of the Awards: The independent members of the CMDS Committee deliberated over multiple meetings over the course of 2023, at both regularly scheduled and special meetings, taking into consideration feedback from its independent compensation consultant, Semler Brossy, and from shareholders received during the proxy off-season engagement, and considered the appropriate award recipients and various award terms and conditions for the Staking Awards before decidin

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View this DEFA14A filing on SEC EDGAR