Independent
Tenure on this board
2.0 yrs
15 nominees · 4 ballot items.
Elect directors; ratify Deloitte & Touche as independent auditor; non-binding advisory vote to approve executive compensation; vote on a shareholder proposal requesting an independent Board Chairman; and transact other business.
Election of 15 director nominees to the Board for a one-year term.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditor for 2026.
Non-binding advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement.
The advisory proposal asks shareholders to approve, on a non-binding basis, the compensation of Morgan Stanley’s named executive officers as disclosed in the proxy statement, including the CD&A and compensation tables. Management is seeking this advisory approval to confirm shareholder support for its pay practices and to inform future compensation decisions; it is standard annual 'say-on-pay' practice under SEC rules. The Board and the CMDS Committee recommend a vote FOR, arguing the compensation program aligns pay to long-term shareholder interests via significant deferral and performance-vested equity (PSUs), incorporates robust risk-adjustment and clawback provisions, and reflects strong Firm performance in 2025 that justifies the CEO and NEO pay decisions. Context includes the firm’s record financial results in 2025, the CEO’s pay decision of $45 million with 75% deferred and 100% of deferred equity in PSUs, and ongoing shareholder engagement (95.43% support in 2025). The recommendation emphasizes governance controls, independent consultant advice, and alignment with market practice; critics may still argue pay quantum or discretion usage, but management frames the program as balanced and performance-based.
A shareholder proposal requesting the Board adopt a policy to separate the Chairman and CEO roles and have an independent director serve as Chairman.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MITSUBISHI UFJ FINANCIAL GROUP INC | 23.9% | 377,085,167 | $62.1B |
| 2 | STATE STREET CORP | 6.4% | 101,340,194 | $16.7B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.9% | 77,715,132 | $12.8B |
| 4 | BlackRock, Inc. | 2.3% | 35,943,505 | $5.9B |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.9% | 30,240,801 | $5.0B |
| 6 | JPMORGAN CHASE CO | 1.6% | 25,762,423 | $4.1B |
| 7 | Fisher Asset Management, LLC | 1.6% | 25,600,068 | $4.2B |
| 8 | BlackRock, Inc. | 1.6% | 25,147,017 | $4.1B |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.5% | 23,865,375 | $3.9B |
| 10 | Capital Research Global Investors | 1.3% | 20,270,720 | $3.3B |
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