Morgan Stanley (INDEXNYSEGIS:CMR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

At the 2017 Annual Meeting of Shareholders (the Annual Meeting)
of Morgan Stanley (the Company) held on Monday, May 22, 2017,
shareholders approved the amended and restated Equity Incentive
Compensation Plan (the EICP) to increase the number of shares of
common stock available to be granted under the EICP by 50 million
shares, to extend the term of the EICP for an additional five
years, and to re-approve, for purposes of Section 162(m) of the
Internal Revenue Code, the performance criteria set forth in the
EICP.

For a description of the terms and conditions of the EICP, as
amended and restated as of March 30, 2017, see Summary of the
EICP as Proposed to be Amended and Restated under Item 5. Company
Proposal to Approve the Amended and Restated Equity Incentive
Compensation Plan in the proxy statement filed with the
Securities and Exchange Commission on April 7, 2017 for the
Annual Meeting (the 2017 Proxy), which description is
incorporated herein by reference. The description of the EICP
contained in the 2017 Proxy is qualified in its entirety by
reference to the full text of the EICP, a copy of which is filed
hereto as Exhibit 10.1.

At the Annual Meeting, the shareholders also approved the amended
and restated Directors Equity Capital Accumulation Plan (DECAP)
to increase the number of shares of common stock available to be
granted under the DECAP by 1 million shares.

For a description of the terms and conditions of the DECAP, as
amended and restated as of March 30, 2017, see Summary of the
DECAP as Proposed to be Amended and Restated under Item 6.
Company Proposal to Approve the Amended and Restated Directors
Equity Capital Accumulation Plan in the 2017 Proxy, which
description is incorporated herein by reference. The description
of DECAP contained in the 2017 Proxy is qualified in its entirety
by reference to the full text of DECAP, a copy of which is filed
hereto as Exhibit 10.2.

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

At the Annual Meeting, shareholders voted on proposals to: (i)
elect directors to the Companys Board of Directors (the Board),
(ii) ratify the appointment of Deloitte Touche LLP as independent
auditor, (iii) approve the compensation of executives as
disclosed in the 2017 Proxy (a non-binding advisory vote), (iv)
vote on the frequency of holding a non-binding advisory vote on
the compensation of executives as disclosed in the 2017 Proxy (a
non-binding advisory vote), (v) approve the amended and restated
EICP and (vi) approve the amended and restated DECAP.
Shareholders also voted on shareholder proposals regarding: (i) a
change in the treatment of abstentions for purposes of vote
counting and (ii) a policy to prohibit vesting of deferred equity
awards for senior executives who resign to enter government
service.

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 directors successor has been duly elected and
qualified or the directors 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 2017 Proxy, through an advisory vote, was
approved. The advisory vote on the frequency of future advisory
votes on executive compensation was held, and the option of 1
Year received a majority of the votes cast. The proposals to
approve the amended and restated EICP and the amended and
restated DECAP were approved. The shareholder proposals regarding
a change in the treatment of abstentions for purposes of vote
counting and a policy to prohibit vesting of deferred equity
awards for senior executives who resign to enter government
service were not 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 Companys independent
inspector of election reported the final vote of the shareholders
as follows:

____________________

* Not applicable.

A majority of the votes cast by shareholders voted, on an
advisory basis, to hold an advisory vote on executive
compensation every year. In accordance with the Board of
Directors recommendation and the voting results on this advisory
proposal, the Board of Directors has decided that it will hold an
advisory vote on executive compensation every year until the next
advisory vote on the frequency of advisory votes on executive
compensation, which will occur no later than the Companys Annual
Meeting in 2023.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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