Current Report Filing (8-k)
27 Juni 2022 - 11:03PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
June 27, 2022
Morgan Stanley
(Exact Name of Registrant
as Specified in Charter)
Delaware |
1-11758 |
36-3145972 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1585 Broadway, New York, New York |
|
10036 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (212) 761-4000
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, $0.01 par value |
MS |
New York Stock Exchange |
Depositary Shares, each representing 1/1,000th interest in a share of Floating Rate
Non-Cumulative Preferred Stock, Series A, $0.01 par value |
MS/PA |
New York Stock Exchange |
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate
Non-Cumulative Preferred Stock, Series E, $0.01 par value |
MS/PE |
New York Stock Exchange |
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate
Non-Cumulative Preferred Stock, Series F, $0.01 par value |
MS/PF |
New York Stock Exchange |
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate
Non-Cumulative Preferred Stock, Series I, $0.01 par value |
MS/PI |
New York Stock Exchange |
Depositary Shares, each representing 1/1,000th interest in a share of Fixed-to-Floating Rate
Non-Cumulative Preferred Stock, Series K, $0.01 par value |
MS/PK |
New York Stock Exchange |
Depositary Shares, each representing 1/1,000th interest in a share of 4.875%
Non-Cumulative Preferred Stock, Series L, $0.01 par value |
MS/PL |
New York Stock Exchange |
Depositary Shares, each representing 1/1,000th interest in a share of 4.250%
Non-Cumulative Preferred Stock, Series O, $0.01 par value |
MS/PO |
New York Stock Exchange |
Global Medium-Term Notes, Series A, Fixed Rate Step-Up Senior Notes Due 2026
of Morgan Stanley Finance LLC (and Registrant’s guarantee with respect thereto) |
MS/26C |
New York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On June 27, 2022, Morgan Stanley (the “Company”) announced
it will increase its quarterly common stock dividend to $0.775 per share from the current $0.70 per share, beginning with the common dividend
expected to be declared by the Company’s Board of Directors in the quarter ending September 30, 2022 (the “third quarter”).
In addition, the Company’s Board of Directors authorized a
new multi-year equity share repurchase program of outstanding common stock up to $20 billion, without a set expiration date,
beginning in the third quarter. The share repurchases will be exercised from time to time at prices
the Company deems appropriate subject to various considerations, including current market conditions, the Company’s capital position
and future economic and earnings outlook. The share repurchases may be effected through open market purchases or privately
negotiated transactions, including through Rule 10b5-1 plans.
On June 23, 2022, the Board of Governors of the Federal Reserve System
published summary results of its 2022 supervisory stress tests, as a result of which the Company will be subject to a Stress Capital Buffer of 5.8% from October 1, 2022 to September 30, 2023.
A copy of the press release relating to this announcement is attached
as Exhibit 99.1 hereto and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains
forward-looking statements. 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 subject to risks and uncertainties that may cause actual results to differ materially. The Company does not undertake
to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of forward-looking
statements. For a discussion of additional risks and uncertainties that may affect the future results, financial position or capital of
the Company, please see “Forward-Looking Statements” 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 Risk” in Part II, Item 7A, the Company’s Annual Report on Form 10-K for the year ended December
31, 2021 and other items throughout the Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any amendments
thereto.
Item 9.01. |
|
Financial Statements and Exhibits.
|
(d) |
|
Exhibits
|
|
|
|
Exhibit |
|
|
Number |
|
Description
|
99.1 |
|
Press Release issued by Morgan Stanley dated June 27, 2022
|
101 |
|
Interactive Data Files pursuant to Rule 406 of Regulation S-T formatted in Inline eXtensible Business Reporting Language (“Inline XBL”) |
104 |
|
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). |
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: |
June 27, 2022 |
|
By: |
/s/ Martin M. Cohen |
|
|
|
|
Name: |
Martin M. Cohen |
|
|
|
|
Title: |
Corporate Secretary |
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