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

On July 17, 2020, E*TRADE Financial Corporation, a Delaware corporation (the "Company") held a virtual special meeting of stockholders (the "Special Meeting") exclusively online via live webcast. A total of 221,089,284 shares of the Company's common stock were entitled to vote at the close of business on June 10, 2020, the record date for the Special Meeting (the "Record Date") and approximately 161,390,339 shares of the Company's common stock issued and outstanding were present at the Special Meeting via www.virtualshareholdermeeting.com/ETFC2020SM (the "E*TRADE meeting website") or represented by proxy at the Special Meeting, representing approximately 73% of such shares entitled to vote, which constituted a quorum. The matters submitted to a vote of the Company's stockholders and the certified results are as follows:

1. The Merger. The proposal to approve the adoption of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 20, 2020, by and among the Company, Morgan Stanley, a Delaware corporation ("Parent"), Moon-Eagle Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), providing for the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent, was approved by the affirmative vote of approximately 73% of the shares of the Company's common stock issued and outstanding as of the close of business on the Record Date, as follows:




    For     Against Abstain
160,325,469 194,114 870,756

2. Advisory (Non-Binding) Vote on Executive Compensation. The proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Company's named executive officers in connection with the Merger, was not approved, receiving the affirmative vote of approximately 24% of the votes cast by the stockholders present via the E*TRADE meeting website or represented by proxy at the Special Meeting and entitled to vote on the proposal at the Special Meeting, as follows:




   For       Against   Abstain
39,036,525 121,402,930 950,884

3. Vote on Adjournment. The proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the adoption of the Merger Agreement was rendered moot in light of the adoption of the Merger Agreement.

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