Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

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April 2, 2026

 

Dear Fellow Shareholders,

Masato Miyachi will step down from our Board at the annual meeting. We thank him for his many miles of travel and for his dedication and contributions to the Board, including serving on the Operations & Technology Committee. We are nominating Yasushi Itagaki to replace him as an MUFG director representative and will benefit from his many years of international banking experience.

 

Morgan Stanley entered 2026 from a position of strength. We continue to make investments in our core businesses and see significant opportunities ahead. Wealth Management’s client acquisition funnel is expanding and driving growth, and Investment Management maintains a well-diversified portfolio. Institutional Securities plays a leadership role around the world and is positioned well for a robust corporate finance cycle. With Morgan Stanley’s scale and business mix, we are supporting clients holistically, leveraging all our capabilities to meet their needs.

 

We remain mindful of risk and are well-minded to proceed with equal doses of optimism and humility. Morgan Stanley’s mission through periods of uncertainty and through the long arc of economic and market cycles remains the same: to raise, manage and allocate capital with excellence; to invest in our people; to deliver the Integrated Firm to our clients; and to compound earnings for our shareholders.

 

Please also read my Letter to Shareholders where I discuss our achievements and opportunities for the future in greater detail. I look forward to hearing from you at the Annual Meeting next month.

 

Thank you for your continued support of Morgan Stanley.

 

 

Very truly yours,

 

 

1585 Broadway

New York, NY 10036

This proxy statement includes statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including the attainment of certain financial and other targets, objectives and goals. These forward-looking statements are not historical facts and represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and beyond our control. For a discussion of some of the risks and important factors that could affect our future results and financial condition, see “Risk Factors” in the 2025 Form 10-K. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update publicly or revise any forward-looking statements to reflect the impact of circumstances or events that arise after the dates they are made, whether as a result of new information, future events or otherwise, except as required by applicable law.

References throughout this proxy statement to webpages, policies, or reports (including hyperlinks) are provided for our shareholders’ reference. None of the webpages, policies or reports referenced or discussed herein (including content accessible via hyperlinks) are deemed part of, or incorporated by reference in, this proxy statement or any other filing with the Securities and Exchange Commission (SEC).

This overview presents certain information that you should consider before voting on the items presented at this year’s annual meeting; however, you should read the entire proxy statement carefully before voting. In this proxy statement, we refer to Morgan Stanley as the “Company,” the “Firm,” “we,” “our” or “us” and the Board of Directors as the “Board.”

 

The Governance and Sustainability (G&S) Committee’s charter provides that the committee will actively seek and identify nominees for recommendation to the Board consistent with the criteria in the Morgan Stanley Board of Directors Corporate Governance Policies (Corporate Governance Policies), which provide that the Board values members who:

The Board has not adopted a formal written policy regarding director diversity. The Corporate Governance Policies provide that the Board will take into account, among other things, diversity of a director candidate’s perspectives, background and work experience. The G&S Committee and the Board may also determine specific experience, qualifications, attributes and skills they are seeking in director candidates based on the needs of the Firm in light of the Firm’s long-term strategy. In considering candidates for the Board, the G&S Committee assesses the entirety of each candidate’s credentials in the context of these criteria.

The Board is committed to the ongoing review of Board composition and director succession planning. The G&S Committee continuously reviews, among other things, the experience, qualifications, attributes, skills and tenure of the members of the Board and maintains a list of potential director candidates that is reviewed and refreshed regularly throughout the course of the year.

The G&S Committee may retain and terminate, in its sole discretion, a third party to assist in identifying director candidates or gathering information regarding a director candidate’s background and experience. The G&S Committee may also consider director candidates proposed by shareholders, as provided for in the Corporate Governance Policies. Members of the G&S Committee, the Independent Lead Director and other members of the Board interview potential director candidates as part of the selection process when evaluating new director candidates.

The Corporate Governance Policies provide that Board members may serve on three other public company boards (in addition to the Board), unless they are a CEO of another public company, in which case they may serve on one other public company board (in addition to the Board). In accordance with the Corporate

Governance Policies, the Board expects a director to advise the Chairman and Corporate Secretary if he or she plans to join the board of directors or similar governing body of another public or private company or advisory board, or experiences other changed circumstances that could diminish his or her effectiveness as a director or otherwise be detrimental to the Firm. In addition, the Corporate Governance Policies provide that the Board expects a director to advise and to offer to tender his or her resignation for consideration by the Board if his or her principal occupation or employer changes.

The G&S Committee reviews a director’s change in circumstances and time commitment to the Board throughout the year, including as part of the annual evaluation process, and considers a director’s other time commitments, including service on other public company boards, when recommending the director nominees for election by shareholders at an annual meeting. The Corporate Governance Policies also provide that a director candidate should not be nominated for election if the candidate would be 75 years old or older at the time of election.

Our Board currently includes two directors (Messrs. Kamezawa and Miyachi) who are designated in accordance with the terms of the Investor Agreement between Morgan Stanley and MUFG, dated October 13, 2008, as amended and restated (Investor Agreement), pursuant to which Morgan Stanley agreed to take all lawful action to cause two of MUFG’s senior officers or directors to become members of the Board.

Masato Miyachi, an Advisor of MUFG Bank, Ltd. (MUFG Bank) and Mitsubishi UFJ Securities Holdings Co., Ltd., who has served on the Board since May 2022, will not be standing for re-election at the 2026 annual meeting of shareholders. The Board acknowledges Mr. Miyachi for his service as a director of Morgan Stanley, including his contributions as a member of the Operations and Technology (O&T) Committee. MUFG has designated Yasushi Itagaki, Deputy Chairman of MUFG and Deputy Chairman of the Board of Directors of MUFG Bank, as a representative director under the Investor Agreement to stand for election, along with MUFG’s other representative director, Hironori Kamezawa, Chairman of MUFG, at the 2026 annual meeting of shareholders.

The G&S Committee considered the experience, qualifications and skills of Mr. Itagaki, including his nearly 40 years of international banking experience and financial services, risk management and strategic expertise, and unanimously recommended that the Board nominate Mr. Itagaki as a director for election at the 2026 annual meeting of shareholders. Based on the recommendation of the G&S Committee, the Board unanimously nominated and recommends that Mr. Itagaki be elected as a director at the 2026 annual meeting of shareholders.

When the Board nominates directors for election at an annual meeting, it evaluates the experience, qualifications, attributes and skills that an individual director candidate contributes to the tapestry of the Board as a whole to assist the Board in discharging its duties and overseeing the Firm’s strategy. This evaluation is part of the G&S Committee’s ongoing Board succession planning processes as well as the Board’s annual self-evaluation.

The Firm believes that an effective board consists of individuals who possess a variety of complementary skills and a range of tenures. The G&S Committee and the Board regularly consider these skills in the broader context of the Board’s overall composition, with a view toward constituting a board that has the best skill set and experience to oversee the Firm’s business and the broad set of challenges that it faces.

The Board has nominated the following 15 director nominees for election at the 2026 annual meeting of shareholders. The Board believes that, in totality, the mix of experience, qualifications, attributes and skills among the nominees enhances our Board’s effectiveness and is aligned with the Firm’s long-term strategy. Our directors have a combined wealth of leadership experience derived from extensive service guiding large, complex organizations as executive leaders or board members and in government, academia and public policy, and possess a variety of qualifications, attributes and skills applicable to our business and long-term strategy. The Board stands for election at each annual meeting of shareholders. Each director holds office until his or her successor has been duly elected and qualified or the director’s earlier resignation, death or removal.

Each nominee has indicated that he or she will serve if elected. We do not anticipate that any nominee will be unable or unwilling to stand for election, but if that happens, your proxy may be voted for another person nominated by the Board, or the Board may reduce the number of directors to be elected. In the biographical information for each director nominee that follows, the ages indicated are as of the date of the annual meeting and all other information is current as of the date of the filing of this proxy statement.

 

Notes:

•  Data and metrics in the table above are as of the annual meeting and are based on information self-identified by each director nominee.

•  Effective upon his election by shareholders, Mr. Itagaki will join the Board.

 

 

 

 

 

 

 

 

Our Board unanimously recommends that you vote “FOR” the election of all of the director nominees. Proxies solicited by the Board will be voted “FOR” each nominee unless otherwise instructed.

Morgan Stanley is committed to best-in-class governance practices, which are embodied in our Corporate Governance Policies available at www.morganstanley.com/about-us-governance. The Board initially adopted the Corporate Governance Policies in 1995 and reviews and approves them, and the Board committee charters, at least annually to ensure they reflect evolving best practices and regulatory requirements, including the New York Stock Exchange (NYSE) corporate governance listing standards. The governance practices highlighted below are reflected in the Corporate Governance Policies, our bylaws and the Board committee charters, as applicable.

Our Board represents a tapestry of complementary skills, attributes and perspectives and includes individuals with financial services experience and a diverse international background.

It is expected that the Independent Lead Director and committee chairs will generally serve for a term that facilitates rotation of Board leadership and committee chairs while maintaining experienced leadership.

In accordance with the Board’s policy regarding the periodic rotation of committee appointments, the Board has approved the following committee appointments since the beginning of 2025:

The Board oversees the Firm’s strategic, capital and annual business plans. The Board:

The Board oversees the Firm’s practices and procedures relating to culture, values and conduct and the global ERM framework, and is responsible for helping to ensure that the Firm’s risks, including reputational risks, are managed in a sound manner. The Board regularly reviews the Firm’s financial and non-financial risks and the responsibilities of management and the Board committees to assist the Board in its risk oversight. The Board has a separate committee responsible for operations and technology, including cybersecurity risk, and the Board receives briefings on cybersecurity.

See “Board Leadership Structure and Role in Risk Oversight — Board Oversight of Cybersecurity Risk,” “Board Meetings and Committees — Committees — Operations and Technology Committee” and “Board Meetings and Committees — Committees — Risk Committee.”

Independent directors, including the Independent Lead Director and the Chairs of the Audit, Risk and O&T committees, meet with our primary regulator, the Board of Governors of the Federal Reserve System (Federal Reserve) and other global regulators as requested. Directors also have complete and open access to senior members of management and other employees of the Firm. For instance:

The director equity ownership requirement helps to align director and shareholder interests. Directors also may not enter into hedging transactions in respect of Morgan Stanley common stock or pledge Morgan Stanley common stock in connection with a margin or other loan transaction. See “Director Equity Ownership Requirement.”

Director education about Morgan Stanley, our strategy, control framework, regulatory environment and our industry begins when a director is elected to our Board and continues throughout his or her tenure on the Board. The G&S Committee oversees an orientation program for new directors, which includes an overview of director duties, our Corporate Governance Policies, Code of Ethics and Business Conduct and other applicable policies. New directors also receive presentations by senior management on the Firm’s strategy and regulatory framework, its primary business lines and risk and control framework and have a one-on-one session with the Chairman and CEO.

As directors are appointed to new committees or assume a leadership role, such as committee chair, they receive additional orientation sessions specific to such responsibilities. We also conduct ongoing educational briefings on regulatory and control matters, as well as “deep dive” presentations on certain businesses, emerging risks and focus areas identified by the Board. In addition, we provide directors a listing of educational resources and reimburse directors for reasonable costs incurred attending educational sessions on subjects that would assist them in discharging their duties.

The CMDS Committee oversees CEO and senior management succession and development planning, which covers unexpected as well as planned events, and is formally reviewed, in conjunction with the entire Board, periodically. The CMDS Committee, with the CEO, reviews succession planning for the CEO at least annually. Our CEO and our Co-Chief Human Resources Officers review recommendations and evaluations of potential internal CEO and senior management successors, and their qualifications, skills, accomplishments and developmental areas.

Potential internal CEO and senior management successors regularly attend Board meetings and engage with Board members periodically between Board meetings, including during preparatory meetings, client-related events and visits to our offices around the world. These interactions provide the Board with the opportunities to become familiar with the Firm’s executive talent in different settings, which is critical to the Firm’s succession planning. The goal of succession planning deeper into the organization is to ensure that the Firm has a bench of well-rounded and capable talent. Career development is purposeful and intended to set the Firm up for long-term future success.

In 2025, two senior leadership appointments were made to continue developing our senior leaders. Michael Pizzi assumed responsibility for Operations globally, in addition to his role as Global Head of Technology, and Mandell Crawley assumed responsibility as Chief Client Officer for Integrated Firm Management, a new organization to ensure a consistent and systematic delivery of Morgan Stanley’s comprehensive solution set in partnership with the business units.

The Board believes that establishing and maintaining a constructive evaluation process is essential to maintaining Board effectiveness and best corporate governance practices. Accordingly, the G&S Committee reviews and approves the evaluation process annually so that it continues to be effective in identifying areas to enhance the performance and effectiveness of the Board, the Independent Lead Director and the Board committees.

This process is aided by written discussion guides used to facilitate the evaluations. These guidelines are reviewed and updated annually to reflect significant new developments and areas of focus as the G&S Committee determines appropriate and encompass many factors, including:

Upon conclusion of such evaluations, Board and committee policies and practices are revised as appropriate. The Board evaluation process has led to:

Shareholders may submit recommendations for director candidates for consideration by the G&S Committee at any time by sending the information set forth under “Director Candidates Recommended by Shareholders” in the Corporate Governance Policies to the G&S Committee, Morgan Stanley, Suite D, 1585 Broadway, New York, New York 10036. Under the Corporate Governance Policies, the G&S Committee evaluates director candidates recommended by shareholders in the same manner as other director candidates. In order for director candidate recommendations to be considered for the 2027 annual meeting of shareholders, recommendations must be submitted in accordance with the Corporate Governance Policies by December 3, 2026.

Our Board and management value the views of our shareholders and engage with them year-round on a broad range of topics, including our strategy, financial performance, executive compensation, human capital management, corporate governance and sustainability. Our Board receives reporting on feedback from investors and shareholder voting results. In addition, management routinely engages with investors at conferences and other forums. We also speak with proxy advisors to discuss, and receive feedback on, our governance practices and executive compensation programs. Feedback from investors informs the Board’s ongoing review of governance and compensation matters.

Responsive to such feedback, in recent years, we have enhanced our proxy disclosure of:

After discussion with shareholders, we have also:

Our Corporate Political Activities Policy Statement (Policy Statement) aims to ensure transparency of the Firm’s practices and procedures regarding political activities and oversight by senior management and the Board.

Our Policy Statement confirms that: