Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2020 Annual Meeting of Shareholders (the "Annual Meeting") of Morgan Stanley (the "Company"), shareholders voted on proposals to: (i) elect directors to the Company's Board of Directors (the "Board"), (ii) ratify the appointment of Deloitte & Touche LLP as independent auditor and (iii) approve the compensation of executives as disclosed in the proxy statement filed with the Securities and Exchange Commission on April 3, 2020 for the Annual Meeting (the "2020 Proxy Statement") (a non-binding advisory vote).

All nominees for election to the Board were elected for a term that will continue until the next annual meeting of shareholders or until the director's successor has been duly elected and qualified or the director's earlier resignation, death or removal. The shareholders' vote ratified the appointment of the independent auditor. The proposal to approve the compensation of executives as disclosed in the 2020 Proxy Statement, through an advisory vote, was approved.





The number of votes cast for or against and the number of abstentions and broker
non-votes with respect to each proposal, as applicable, is set forth below. The
Company's independent inspector of election reported the final vote of the
shareholders as follows:



 1.    Election of Directors                  For          Against      Abstain      Broker
                                                                                    Non -vote
       Elizabeth Corley                  1,327,596,417    2,654,696   1,904,696   117,242,515
       Alistair Darling                  1,326,736,429    2,845,684   2,573,696   117,242,515
       Thomas H. Glocer                  1,321,283,859    8,759,057   2,112,893   117,242,515
       James P. Gorman                   1,294,286,307   33,065,881   4,803,621   117,242,515
       Robert H. Herz                    1,323,680,515    6,373,517   2,101,777   117,242,515
       Nobuyuki Hirano                   1,316,771,166   13,544,737   1,839,906   117,242,515
       Stephen J. Luczo                  1,327,741,331    2,334,146   2,080,332   117,242,515
       Jami Miscik                       1,327,703,420    2,458,921   1,993,468   117,242,515
       Dennis M. Nally                   1,321,320,004    8,727,573   2,108,232   117,242,515
       Takeshi Ogasawara                 1,327,514,560    2,777,267   1,863,982   117,242,515
       Hutham S. Olayan                  1,291,353,721   38,674,262   2,127,826   117,242,515
       Mary L. Schapiro                  1,326,453,801    3,907,036   1,794,972   117,242,515
       Perry M. Traquina                 1,327,279,230    2,741,940   2,134,639   117,242,515
       Rayford Wilkins, Jr.              1,313,383,423   16,739,896   2,032,490   117,242,515

 2.    Ratification of Appointment of    1,403,266,201   44,546,693   1,585,430             *
       Independent Auditor

 3.    Approval of Compensation of       1,256,454,434   71,297,405   4,403,970   117,242,515
       Executives (Non-Binding Advisory
       Vote)


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* Not applicable.

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