Morgan Stanley (MS) Proxy filing summary

Executive summary

• Achieved record 2025 results: $70.6B net revenues (+14%), $16.9B net income (+26%), $10.21 EPS (+28%), ROTCE 21.6%, and $9.3T client assets (+18%).

• Board and management attribute success to a diversified business model, strategic execution, and strong talent and culture.

• Continued investments in technology, talent, and sustainability, with a strong capital position (CET1 ratio 15.0%).

• Five-year shareholder returns outpaced peers and S&P 500 Financials Index.

Voting matters and shareholder proposals

• Shareholders to vote on: election of directors, ratification of Deloitte & Touche as auditor, approval of executive compensation (say-on-pay), and a shareholder proposal for an independent Board Chairman.

• Board recommends FOR all director nominees, FOR auditor ratification, FOR executive compensation, and AGAINST the independent chairman proposal.

• Shareholder proposal for an independent chairman opposed by Board, citing strong results and robust independent oversight.

Board of directors and corporate governance

• Board comprises 15 nominees with an average tenure of 7 years and average age of 66; 12 are independent.

• Recent refreshment: 5 new directors since 2023; diverse skills in leadership, risk, sustainability, and technology.

• Board succession planning, annual evaluations, and director orientation emphasized.

• Independent Lead Director has expansive duties; Board structure reviewed annually for optimal leadership.

• Proxy access and majority voting for directors; no poison pill in effect.