Morgan Stanley (MS) Proxy filing summary

Executive summary

• Achieved record net revenues of $70.6Bn in 2025, up 14% YoY, and net income of $16.9Bn, up 26%.

• Return on tangible common equity (ROTCE) reached 21.6%, best among core peers.

• Total client assets grew to $9.3Tn, with significant wallet share gains in institutional securities.

• Market capitalization reached $282Bn, with 1-year TSR of 46% and 5-year TSR of 204%.

• Continued to increase quarterly dividend for the fourth consecutive year, maintaining the highest yield among peers.

Voting matters and shareholder proposals

• Board recommends voting FOR: say-on-pay, election of all director nominees, and auditor ratification.

• Board recommends voting AGAINST a shareholder proposal for an independent board chairman, citing strong current governance and performance.

Board of directors and corporate governance

• Board comprises 15 directors, average tenure 7 years, with 5 new directors since 2023.

• All committees are non-management; robust independent lead director role with expansive responsibilities.

• Annual board evaluations and succession planning are in place.

• Proxy access and annual director elections by majority vote; no poison pill in effect.