Morgan Stanley
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 01/23/2023   Download
SEC Document
SEC Filing

On January 20, 2023, the Board of Directors of Morgan Stanley (the “Company”) approved and adopted amendments (the “Amendments”) to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective as of January 20, 2023, to clarify and implement certain procedural and disclosure requirements for the Company’s shareholders proposing director nominations for consideration at the Company’s annual or special meetings of shareholders in light of the “universal proxy” rules recently adopted by the Securities and Exchange Commission pursuant to Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Amendments also include updates to matters related to quorum, as well as other technical, conforming, clarifying and modernizing revisions.


Among other revisions, the Amendments to the Bylaws:


·Clarify certain procedural requirements with respect to director nominations related to the form of the delivery of notices and the number of nominees that shareholders may nominate for election;


·Enhance the disclosure requirements in connection with director nominations by shareholders to include (a) additional information regarding the shareholder making the director nomination(s), the director nominee(s), and their affiliates and (b) a requirement that the information is updated and supplemented to be accurate and timely; and


·Require that the shareholder making the director nomination(s), pursuant to Rule 14a-19, provide a representation regarding whether such shareholder intends to solicit the holders of shares of the Company’s common stock representing at least 67% of the voting power of the shares entitled to vote on the election of directors and provide reasonable evidence of compliance with Rule 14a-19 upon request.