MORGAN STANLEY — Board/Management Information 2012

Nov 9, 2012

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): November 5, 2012

Morgan Stanley

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1585 Broadway, New York, New York (Address of Principal Executive Offices)

1−11758 (Commission File Number)

36−3145972 (IRS Employer Identification No.)

10036 (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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 5, 2012, Morgan Stanley (the “Company”) announced that Paul J. Taubman, currently co−President of Institutional Securities, has informed the Company of his decision to retire from his position effective December 31, 2012.

The Company’s related press release is attached as Exhibit 99.1 to this Current Report on Form 8−K and is incorporated by reference in its entirety.

Item 9.01 Financial Statements and Exhibits

99.1 Press release of Morgan Stanley, dated November 5, 2012.

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: November 8, 2012

By: /s/ Martin M. Cohen Name: Martin M. Cohen Title: Corporate Secretary

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Contact:

Media Relations Media Relations Jeanmarie McFadden Wesley McDade 212 761 2433 212 761 2430

For Immediate Release

Morgan Stanley Announces Key Executive Changes; Paul J. Taubman to Retire at End of Year

Colm Kelleher to Become President of Institutional Securities Business

NEW YORK, November 5, 2012 – Morgan Stanley (NYSE:MS) today announced that Paul J. Taubman, currently co−President of Institutional Securities, has informed Morgan Stanley of his decision to retire at year−end. Mr. Taubman will retire after a 30−year career at Morgan Stanley. Colm Kelleher, currently co−President of Institutional Securities with Mr. Taubman, will become President of Morgan Stanley’s Institutional Securities division effective January 2013. Mr. Kelleher will continue to report to Chairman and CEO James Gorman.

Morgan Stanley also announced the appointment of Mark Eichorn and Franck Petitgas as Global Co−Heads of Investment Banking with day−to−day responsibility globally for client coverage, M&A and capital markets. They will report to Mr. Kelleher and will both join the Firm’s Operating Committee. Jeff Holzschuh has been appointed Chairman of Institutional Securities and will concentrate on the Firm’s key client relationships globally. Mr. Holzschuh will report to Mr. Kelleher.

Messrs. Eichorn and Holzschuh will also join Morgan Stanley’s Management Committee (Mr. Petitgas is already a member).

Chairman and CEO James Gorman said: “Paul is an outstanding banker and business leader who has made exceptional contributions both to Morgan Stanley and to our Investment Banking franchise during his highly distinguished 30−year career here. In addition, Paul has been an invaluable member of our senior management team and helped Morgan Stanley secure the investment from MUFG in 2008 and has overseen that partnership since its inception. We greatly appreciate the impact he has had on our Firm and wish him every success in his future

endeavors.”

Adding that Kelleher served with distinction as Morgan Stanley’s CFO in the challenging 2008−2009 timeframe, Gorman continued, “Colm has held multiple challenging roles at the Firm including Head of Global Capital Markets and Global Head of Sales and Trading. He has a successful track record of running key businesses, and is a talented manager who has consistently built world−class client relationships. Colm’s unique skill set and experience make him ideally suited to run the institutional securities division.”

Mr. Gorman added: “We are intensely focused on improving returns for our shareholders. I am confident that under Colm’s leadership, we will continue to align sales and trading more closely with investment banking and capital markets to drive synergies between these businesses and optimize our ability to grow our revenue base and drive profits. We will also continue to invest in our industry leading investment banking franchise, which consistently dominates the league tables. Jeff, Mark and Franck represent our deep bench of talented bankers, and I know that they will continue to nurture, motivate and attract great people and continue to build on our reputation for quality advice and unparalleled execution for clients.”

Morgan Stanley is a leading global financial services firm providing a wide range of investment banking, securities, investment management and wealth management services. The Firm's employees serve clients worldwide including corporations, governments, institutions and individuals from more than 1,200 offices in 43 countries. For further information about Morgan Stanley, please visit www.morganstanley.com.

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