Preliminary Proxy Statement

Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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Deferred incentive compensation with three-year vesting, cancellation and clawback and no automatic vesting upon change-in-control

Performance-vested long-term equity incentive award where shares earned can range from 0 to 1.5x target based on three-year performance against return on average common equity (ROE) and total shareholder return (TSR) objectives

Equity-based compensation with share ownership and retention requirements

Executive compensation best practices, including prohibitions on pledging, hedging, selling short or trading derivatives and no excise tax protection upon change-in-control

2018 – 2019 Objectives

2019 Results

Deliver Wealth Mgmt. Pre-Tax
Margin⁽²⁾ of 26 – 28%

✓

Pre-Tax Margin⁽²⁾ of 27.2%

Expand ISG Penetration and Leadership

✓

Revenues of $20.4Bn; solid performance despite mixed market backdrop

Position Investment Management for

Growth

✓

Revenues of $3.8Bn; AUM up 19% with net long-term flows⁽³⁾

Realize Firm Expense Efficiency Ratio⁽⁴⁾

of £73%

✓

Expense Efficiency Ratio⁽⁴⁾ of 73%

Maintain Attractive Capital Return Profile

✓

Increased aggregate distribution to $7.5Bn

(up 10% vs. 2018)⁽⁵⁾

Medium Term

2019 Results

ROE⁽⁶⁾: 10 – 13%

ROTCE⁽⁷⁾: 11.5% – 14.5%

✓

ROE⁽⁶⁾: 11.2%

ROTCE⁽⁷⁾: 12.9%

2017

2018

2019

Net Revenues

$37.9Bn

$40.1Bn

$41.4Bn

Expense Efficiency Ratio⁽¹⁾

73%

72%

73%

Net Income⁽²⁾

$6.1Bn

$8.7Bn

$9.0Bn

Shares Outstanding

1.8Bn

1.7Bn

1.6Bn

EPS⁽³⁾

$3.60

$4.61

$4.98

Tangible Book Value per Share⁽⁴⁾

$33

$37

$40

  Attractive Capital Return Profile

  Ability to Invest for Growth

  Capital Return⁽¹⁾

  (Calendar Year – $Bn)

  Capital⁽³⁾

  (End of Period – $Bn)

  Return on Equity and Return on

  Tangible Common Equity (%)⁽²⁾

•  Oversees Firm’s strategy, annual business plans, Enterprise Risk Management (ERM) framework, and culture, values and conduct

•  Reviews succession plans for CEO and senior executives and strategic progress

•  Conducts annual offsite with management to review long-term strategy

    Shareholder Rights         and Accountability    

•  Adopted proxy access

•  Shareholders who own at least 25% of common stock may call special meeting of shareholders

•  All directors elected annually by majority vote

•  No “poison pill” in effect

    Annual Evaluations    

•  Board, Independent Lead Director and Committee self-assessments

•  One-on-one Board member interviews and written guidelines

•  Encompasses duties and responsibilities, individual director performance, Board and committee structure, culture, process and execution

    Sustainability and         Giving Back     

•  Advance sustainable investing through our businesses

•  Enhanced management of our carbon footprint and environmental and social risk

•  Committed to giving back, one of our core values

    Shareholder         Engagement    

•  Board and management values the views of shareholders

•  Investor input has led to proxy access and enhanced proxy disclosure of: Board evaluations, director orientation/education, succession planning, Environmental, Social, and Governance matters and alignment of compensation and performance

Board Tenure Balance

Board Independence

International Experience

Director Experience, Qualifications, Attributes and Skills

Board Succession and Diversity

4 new directors since the beginning of 2018

4 female directors

10 directors who are current or former CEOs

6 directors born outside the United States

A detailed analysis of the Firm’s financial and operational performance for 2019 is contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of the Firm’s Annual Report on Form 10-K for the year ended December 31, 2019 (2019 Form 10-K).

Preside at all meetings of the Board at which the Chairman is not present;

Have the authority to call, and lead, Non-Management Director Sessions and Independent Director Sessions;

Help facilitate communication among the Chairman, the CEO and the non-employee and independent directors, including serving as liaison between the Chairman and the Independent directors;

Solicit the non-employee directors for advice on agenda items for meetings of the Board;

Communicate with the Chairman and the CEO between meetings and act as a “sounding board” and advisor;

Advise the Chairman and the CEO of the Board’s informational needs;

Approve the types and forms of information sent to the Board;

Collaborate with the Chairman and the CEO in developing the agenda for meetings of the Board and approve Board meeting agendas and the schedule of Board meetings to assure that there is sufficient time for discussion of all agenda items and may request inclusion of additional agenda items;

Be available, if requested, to meet with the Firm’s primary regulators;

Be available, if requested by major shareholders, for consultation and direct communication in accordance with the Board Communication Policy;

Lead the annual evaluation of the performance and effectiveness of the Board;

Consult with the Chair of the Nominating and Governance Committee on Board succession planning and Board Committee appointments;

Interview candidates for the Board; and

Consult with the Chair of the CMDS Committee on the annual evaluation of the performance of the CEO