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The document provides notice of Morgan Stanley's 2008 annual meeting of shareholders. It invites shareholders to attend the meeting to vote on electing members of the board of directors, ratifying the appointment of the independent auditor, amending the company's certificate of incorporation to eliminate supermajority voting requirements, and considering two shareholder proposals. The board recommends voting "for" the first three items and "against" the shareholder proposals. The meeting will take place on April 8, 2008 in Purchase, New York.











































































