STOCK TITAN
  1. Home
  2. Sec-filings
  3. MS
  4. [8-K] MORGAN STANLEY Reports Material Event

Morgan Stanley (MS) investors back directors and pay, reject independent chair proposal

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Morgan Stanley reported the results of its 2026 Annual Meeting of Shareholders held on May 14, 2026. Shareholders elected all director nominees, ratified Deloitte & Touche LLP as independent auditor for the 2026 fiscal year, and approved the non-binding advisory vote on executive compensation.

Shareholders voted against a shareholder proposal requesting an independent Board Chairman. Each director received over 1.22 billion "for" votes, and the say‑on‑pay proposal received about 1.25 billion "for" votes versus roughly 55 million "against". The independent auditor ratification passed with more than 1.37 billion "for" votes.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Say-on-pay for votes 1,245,481,864 votes Approval of compensation of executives (non-binding advisory vote)
Say-on-pay against votes 55,201,562 votes Approval of compensation of executives (non-binding advisory vote)
Auditor ratification for votes 1,370,205,219 votes Ratification of Deloitte & Touche LLP as independent auditor for 2026 fiscal year
Independent chair proposal for votes 355,638,968 votes Shareholder proposal requesting an independent Board Chairman
Independent chair proposal against votes 945,031,665 votes Shareholder proposal requesting an independent Board Chairman
Votes for director Megan Butler 1,299,985,511 votes Election of Directors
Broker non-votes on say-on-pay 125,821,176 votes Approval of compensation of executives (non-binding advisory vote)
non-binding advisory vote financial
"approve the compensation of the Company’s named executive officers... (a non-binding advisory vote)"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
broker non-vote financial
"The number of votes cast for or against and the number of abstentions and broker non-votes"
independent Board Chairman financial
"The Shareholders also voted on a shareholder proposal requesting an independent Board Chairman"
independent auditor financial
"ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the 2026 fiscal year"
An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.
Annual Meeting of Shareholders financial
"At the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Morgan Stanley"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
Understanding 8-K Material Events →
false 0000895421 0000895421 2026-05-14 2026-05-14 0000895421 MS:CommonStock0.01ParValueMember 2026-05-14 2026-05-14 0000895421 us-gaap:SeriesAPreferredStockMember 2026-05-14 2026-05-14 0000895421 us-gaap:SeriesEPreferredStockMember 2026-05-14 2026-05-14 0000895421 us-gaap:SeriesFPreferredStockMember 2026-05-14 2026-05-14 0000895421 MS:SeriesIPreferredStockMember 2026-05-14 2026-05-14 0000895421 MS:SeriesKPreferredStockMember 2026-05-14 2026-05-14 0000895421 MS:SeriesLPreferredStockMember 2026-05-14 2026-05-14 0000895421 MS:SeriesOPreferredStockMember 2026-05-14 2026-05-14 0000895421 MS:SeriesPPreferredStockMember 2026-05-14 2026-05-14 0000895421 MS:SeriesQPreferredStockMember 2026-05-14 2026-05-14 0000895421 MS:GlobalMediumtermNotesSeriesFloatingRateNotesDue2029OfMorganStanleyFinanceLlcAndRegistrantsGuaranteeWithRespectTheretoMember 2026-05-14 2026-05-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

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): May 14, 2026

 

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

Depositary Shares, each representing 1/1,000th interest in a share of 6.500% 

Non-Cumulative Preferred Stock, Series P, $0.01 par value 

 MS/PP New York Stock Exchange

Depositary Shares, each representing 1/1,000th interest in a share of 6.625% 

Non-Cumulative Preferred Stock, Series Q, $0.01 par value 

 MS/PQ New York Stock Exchange
Global Medium-Term Notes, Series A, Floating Rate Notes Due 2029
of Morgan Stanley Finance LLC (and Registrant’s guarantee with respect thereto)		 MS/29 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 5.07. Submission of Matters to a Vote of Security Holders.

 

At the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Morgan Stanley (the “Company”) held on Thursday, May 14, 2026, the shareholders of the Company in attendance (the “Shareholders”), constituting a quorum under the Amended and Restated Bylaws of the Company, voted on proposals to: (i) elect directors to the Company’s Board of Directors (the “Board”), (ii) ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the 2026 fiscal year and (iii) approve the compensation of the Company’s named executive officers, as disclosed in the proxy statement filed with the U.S. Securities and Exchange Commission on April 2, 2026 for the Annual Meeting (the “2026 Proxy”) (a non-binding advisory vote). The Shareholders also voted on a shareholder proposal requesting an independent Board Chairman (the “Shareholder Proposal”).

 

At the Annual Meeting, all nominees for election to the Board were elected by the Shareholders. The Shareholders also voted to ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the 2026 fiscal year. The proposal to approve the compensation of the Company’s named executive officers as disclosed in the 2026 Proxy, through an advisory vote, was also approved by the Shareholders. The Shareholder Proposal was not approved by the Shareholders.

 

The number of votes cast for or against and the number of abstentions and broker non-votes with respect to each proposal, as applicable, is set forth below. The Company’s independent inspector of election reported the final vote of the Shareholders as follows:

 

1.

 

Election of Directors

 

 For Against Abstain Broker
Non –vote
  Megan Butler                                                  1,299,985,511   3,277,415   1,357,903   125,821,176  
  Thomas H. Glocer 1,268,631,948   34,558,623   1,430,258   125,821,176  
  Lynn J. Good 1,301,268,949   2,007,521   1,344,359   125,821,176  
  Robert H. Herz 1,275,262,195   27,903,393   1,455,241   125,821,176  
  Yasushi Itagaki 1,285,739,376   17,395,111   1,486,342   125,821,176  
  Erika H. James 1,288,494,076   14,216,309   1,910,444   125,821,176  
  Hironori Kamezawa 1,290,851,001   12,382,778   1,387,050   125,821,176  
  Shelley B. Leibowitz 1,299,856,463   3,452,988   1,311,378   125,821,176  
  Jami Miscik 1,291,095,149   11,953,897   1,571,783   125,821,176  
  Dennis M. Nally 1,275,505,165   27,690,150   1,425,514   125,821,176  
  Douglas L. Peterson 1,300,433,543   2,763,080   1,424,206   125,821,176  
  Edward Pick 1,256,017,336   47,553,203   1,050,290   125,821,176  
  Mary L. Schapiro 1,292,565,785   10,140,627   1,914,417   125,821,176  
  Perry M. Traquina 1,292,181,752   10,987,771   1,451,306   125,821,176  
  Rayford Wilkins, Jr. 1,228,916,323   74,130,880   1,573,626   125,821,176  
                   
2. Ratification of Appointment of Independent Auditor 1,370,205,219       59,100,918  

1,135,868

   *  
                   

3.

 

Approval of Compensation of Executives (Non-Binding Advisory Vote)

1,245,481,864

  

55,201,562

  

3,937,403

   125,821,176  
                   

4.

 

Shareholder Proposal Requesting an Independent Board Chairman

355,638,968 

  

945,031,665

  

3,950,186

  

125,821,176

  

  

 

* Not applicable.

 

 

 

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: May 15, 2026 By /s/ Martin M. Cohen
    Name: Martin M. Cohen
    Title: Corporate Secretary

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Morgan Stanley (MS) shareholders approve at the 2026 annual meeting?

Morgan Stanley shareholders approved all director nominees, ratified Deloitte & Touche LLP as auditor for the 2026 fiscal year, and backed the non-binding advisory vote on executive compensation, confirming support for existing leadership, auditing arrangements, and pay practices disclosed in the 2026 proxy statement.

How did Morgan Stanley (MS) shareholders vote on executive compensation in 2026?

Shareholders approved Morgan Stanley’s executive compensation in a non-binding advisory vote, with 1,245,481,864 votes for, 55,201,562 against, and 3,937,403 abstentions. There were also 125,821,176 broker non-votes, indicating broad but not unanimous support for the company’s named executive officer pay program.

What were the 2026 auditor ratification results for Morgan Stanley (MS)?

Shareholders ratified Deloitte & Touche LLP as Morgan Stanley’s independent auditor for the 2026 fiscal year, with 1,370,205,219 votes for, 59,100,918 against, and 1,135,868 abstentions. Broker non-votes were not applicable to this item, signaling strong overall support for retaining the auditor.

Did Morgan Stanley (MS) shareholders approve an independent Board Chairman in 2026?

No. The shareholder proposal requesting an independent Board Chairman at Morgan Stanley was not approved. It received 355,638,968 votes for, 945,031,665 against, and 3,950,186 abstentions, along with 125,821,176 broker non-votes, showing clear shareholder preference against changing the board leadership structure.

How strong was support for Morgan Stanley (MS) director nominees in 2026?

All Morgan Stanley director nominees were elected with large majorities. For example, Megan Butler received 1,299,985,511 votes for, 3,277,415 against, and 1,357,903 abstentions, plus 125,821,176 broker non-votes. Other directors showed similarly high support across the shareholder base.

Filing Exhibits & Attachments

4 documents

Other Documents