MORGAN STANLEY

Request that Morgan Stanley adopt a policy and amend governing documents so that the roles of Chairman and CEO are held by two different people and the Chairman must be an independent director. The proposal specifies that an independent lead director is not an adequate substitute and allows the Board to appoint a non-independent interim chair while it seeks a permanent independent chair. Proponents argue an independent chair would provide impartial oversight, reduce conflicts of interest, strengthen accountability, and enhance shareholder confidence, citing recent governance, operational and cybersecurity challenges as rationale. The proposal could be phased in at CEO contract renewal or the next CEO transition and asks shareholders to approve this governance change.