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

At the 2022 Annual Meeting of Shareholders (the "Annual Meeting") of Morgan Stanley (the "Company") held on Thursday, May 26, 2022, the shareholders of the Company in attendance (the "Shareholders"), constituting a quorum under the Amended and Restated Bylaws of the Company, 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 the Company's independent auditor for the 2022 fiscal year, and (iii) approve the compensation of the Company's named executive officers, as disclosed in the proxy statement filed with the Securities and Exchange Commission on April 8, 2022 for the Annual Meeting (the "2022 Proxy") (a non-binding advisory vote). The Shareholders also voted on a shareholder proposal requesting adoption of a policy to cease financing new fossil fuel development (the "Shareholder Proposal").

At the Annual Meeting, all nominees for election to the Board were elected by the Shareholders. The Shareholders also voted to ratify the appointment of Deloitte & Touche LLP as the Company's independent auditor for the 2022 fiscal year. The proposal to approve the compensation of the Company's named executive officers as disclosed in the 2022 Proxy, through an advisory vote, was also approved by the Shareholders. The Shareholder Proposal was not approved by the Shareholders.





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:



                                                                                      Broker
1.  Election of Directors                  For           Against       Abstain      Non -vote
    Alistair Darling                 1,460,588,572       8,803,079    2,231,252    128,592,084
    Thomas H. Glocer                 1,433,475,789      35,093,887    3,053,227    128,592,084
    James P. Gorman                  1,421,696,349      47,697,435    2,229,119    128,592,084
    Robert H. Herz                   1,433,607,589      35,014,132    3,001,182    128,592,084
    Erika H. James                   1,465,705,759       3,844,309    2,072,835    128,592,084
    Hironori Kamezawa                1,461,657,461       8,044,221    1,921,221    128,592,084
    Shelley B. Leibowitz             1,461,935,633       7,624,436    2,062,834    128,592,084
    Stephen J. Luczo                 1,458,204,658      11,121,161    2,297,084    128,592,084
    Jami Miscik                      1,463,537,311       5,920,803    2,164,789    128,592,084
    Masato Miyachi                   1,465,534,096       4,096,463    1,992,344    128,592,084
    Dennis M. Nally                  1,446,635,248      22,790,149    2,197,506    128,592,084
    Mary L. Schapiro                 1,444,773,233      23,467,834    3,381,836    128,592,084
    Perry M. Traquina                1,464,628,493       4,817,655    2,176,755    128,592,084
    Rayford Wilkins, Jr.             1,410,168,451      58,496,095    2,958,357    128,592,084

2.  Ratification of Appointment of   1,549,401,606      49,078,085    1,735,296              *
    Independent Auditor
3.  Approval of Compensation of      1,398,415,858      68,906,336    4,300,709    128,592,084
    Executives (Non-Binding Advisory
    Vote)

4.  Shareholder Proposal Regarding     123,321,013   1,331,405,907   16,895,983    128,592,084
    New Fossil Fuel Development

_____________

* Not applicable.

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