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Morgan Stanley is asking shareholders to vote at its virtual 2026 annual meeting on May 14, 2026, including electing 15 directors, approving executive pay on an advisory basis, ratifying Deloitte & Touche as auditor and considering one shareholder proposal.
The proxy highlights record 2025 results, with net revenues of $70.6 billion, diluted EPS of $10.21, return on average tangible common equity of 21.6% and total client assets of $9.3 trillion. The standardized CET1 capital ratio was 15.0%, supporting continued investment, dividends and capital allocation.
The Board proposes re‑electing a largely independent slate and adding Yasushi Itagaki as an MUFG representative, while Masato Miyachi will step down. The independent lead director role remains with Thomas Glocer, and Board committees oversee audit, risk, compensation, governance, and technology/cybersecurity.
The CD&A describes a pay‑for‑performance program and notes CEO Edward Pick’s 2025 total compensation of $45 million, 75% of which is deferred for three years and 100% delivered as performance stock units tied to multi‑year financial metrics. In 2025, about 95.43% of votes supported the prior “Say on Pay” proposal.
The proxy also outlines sustainability and community initiatives, including a goal to mobilize $750 billion for low‑carbon and green solutions by 2030, a commitment to net‑zero financed emissions by 2050, carbon‑neutral operations since 2022, roughly $2.7 billion in 2025 Community Reinvestment Act community development loans and investments, and over $127 million in charitable donations.
The Vanguard Group filed an amendment on Schedule 13G/A reporting 0 shares of Morgan Stanley common stock, representing 0% of the class. The filing states that on January 12, 2026 Vanguard completed an internal realignment causing certain subsidiaries/divisions to report separately in reliance on SEC Release No. 34-39538. The form is signed by Ashley Grim on 03/27/2026.
Morgan Stanley Chief Financial Officer Sharon Yeshaya reported a routine equity compensation event involving performance stock units. She acquired 17,399 shares of common stock at a stated price of $0.00 per share, reflecting shares earned under a performance stock unit award tied to relative return on tangible common equity.
To cover tax obligations from this PSU conversion, 9,622 shares were disposed of at $160.89 per share through share withholding, not an open-market sale. After these transactions, she holds 151,659.2 shares of Morgan Stanley common stock directly.
Morgan Stanley Co-President Daniel A. Simkowitz reported compensation-related stock activity. He received a grant of 32,865 shares of common stock earned under a performance stock unit award tied to relative return on tangible common equity. On the same date, 18,175 shares were withheld at $160.89 per share to cover taxes on the award conversion, so this disposition was not an open-market sale. After these entries, he directly holds 388,492.079 shares of common stock and indirectly holds 1,805.331 shares through a 401(k) plan.
Morgan Stanley Co-President Andrew M. Saperstein reported a compensation-related stock transaction. He received a grant of 52,777 shares of common stock at no cost, earned based on the company’s achievement of pre-established relative return on tangible common equity performance goals tied to a performance stock unit award granted on January 18, 2023.
To cover taxes on the PSU conversion, 26,943 shares were withheld at a price of $160.89 per share, a non-market, tax-withholding disposition rather than an open-market sale. After these entries, Saperstein directly owns 333,810.385 shares of Morgan Stanley common stock.
Morgan Stanley executive Michael A. Pizzi, Head of Technology & Operations, received a grant of 16,432 shares of common stock on March 12, 2026. The shares were earned under a performance stock unit award tied to pre-established return-on-tangible-common-equity goals. To cover taxes on this conversion, 7,900 shares were withheld at a price of $160.89 per share, resulting in a net increase in his direct holdings to 145,467.42 shares of common stock.
Morgan Stanley Chief Legal/Admin Officer Eric F. Grossman received a grant of 22,715 shares of common stock on March 12, 2026 at no cost, earned from a performance stock unit award granted on January 18, 2023 based on pre-established return-on-tangible-common-equity criteria.
On the same date, 11,597 shares were withheld at $160.89 per share to cover tax obligations tied to that performance award conversion. After these compensation-related transactions, Grossman directly holds 186,079.952 shares of Morgan Stanley common stock.
Morgan Stanley Chief Client Officer Mandell Crawley received a stock award and had shares withheld for taxes. On the same date, he acquired 9,666 shares of common stock at no cost when a January 18, 2023 performance stock unit award vested based on pre-set return-on-tangible-common-equity goals. The company then withheld 4,935 shares at a price of $160.89 per share to cover related tax obligations. After these compensation-related transactions, Crawley directly holds 78,657.888 shares of Morgan Stanley common stock.
Morgan Stanley Chairman and CEO Edward Pick reported a stock-based compensation event involving the company’s common stock. He received a grant of 60,897 shares on March 12, 2026 at $0.0000 per share, earned based on the company’s achievement of pre-established relative return on tangible common equity performance criteria for a prior performance stock unit award.
To cover tax obligations upon conversion of this performance stock unit award, 33,677 shares were withheld at a price of $160.89 per share. After these transactions, he directly owned 666,248.764 shares of common stock, with additional indirect holdings of 4,298.477 shares through a 401(k) plan and 104,963 shares through a Grantor Retained Annuity Trust.
Morgan Stanley and its wholly owned finance subsidiary Morgan Stanley Finance LLC registered a shelf to offer up to $200,000,000,000 of securities from time to time. The shelf covers debt securities, units, warrants, purchase contracts, preferred stock and common stock.
The prospectus states MSFL may issue debt, units, warrants and purchase contracts fully and unconditionally guaranteed by Morgan Stanley. Specific terms, currencies, rates (including SOFR/SONIA-linked structures) and offering mechanics will be disclosed in future prospectus supplements.