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

At the 2021 Annual Meeting of Shareholders (the "Annual Meeting") of Morgan Stanley (the "Company") held on Thursday, May 20, 2021, 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 60 million shares, to extend the term of the EICP for an additional five years, and to remove references to Section 162(m) of the Internal Revenue Code that have become obsolete as a result of the Tax Cuts and Jobs Act.

For a description of the terms and conditions of the EICP, as amended and restated as of March 26, 2021, see "Summary of the EICP as Proposed to be Amended and Restated" under "Item 4. 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 1, 2021 for the Annual Meeting (the "2021 Proxy"), which description is incorporated herein by reference. The description of the EICP contained in the 2021 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.

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 Company's 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 2021 Proxy (a non-binding advisory vote) and (iv) approve the amended and restated EICP.

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 2021 Proxy, through an advisory vote, was approved. The proposal to approve the amended and restated EICP 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       1,553,934,393  14,404,009  1,700,821     124,628,001
   Alistair Darling       1,559,332,941   8,754,048  1,952,234     124,628,001
   Thomas H. Glocer       1,549,851,577  18,061,548  2,126,098     124,628,001
   James P. Gorman        1,514,818,240  53,119,545  2,101,438     124,628,001
   Robert H. Herz         1,542,414,216  25,663,268  1,961,739     124,628,001
   Nobuyuki Hirano        1,562,968,337   5,031,081  2,039,805     124,628,001
   Hironori Kamezawa      1,563,696,127   4,315,549  2,027,547     124,628,001
   Shelley B. Leibowitz   1,564,632,780   3,675,116  1,731,327     124,628,001
   Stephen J. Luczo       1,562,916,325   4,895,077  2,227,821     124,628,001
   Jami Miscik            1,563,570,198   4,213,852  2,255,173     124,628,001
   Dennis M. Nally        1,546,847,868  20,976,868  2,214,487     124,628,001
   Mary L. Schapiro       1,553,785,964  14,581,090  1,672,169     124,628,001
   Perry M. Traquina      1,563,544,900   4,450,958  2,043,365     124,628,001
   Rayford Wilkins, Jr.   1,533,119,939  30,742,077  6,177,207     124,628,001



2.     Ratification of Appointment of 1,644,958,209 48,026,241 1,682,774      *
       Independent Auditor

3.     Approval of Compensation of    1,504,043,961 62,339,747 3,655,515 124,628,001
       Executives (Non-Binding
       Advisory Vote)

4.     Approval of the Amended and    1,500,642,638 66,010,927 3,385,658 124,628,001
       Restated Equity Incentive
       Compensation Plan



_______________

* Not applicable.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit Number Description



  10.1           Morgan Stanley Equity Incentive Compensation Plan, as amended and
               restated as of March 26, 2021.
Exhibit 101    Interactive Data Files pursuant to Rule 406 of Regulation S-T
               formatted in Inline Extensible Business Reporting Language ("Inline
               XBRL").
Exhibit 104    Cover Page Interactive Data File (formatted in Inline XBRL and
               contained in Exhibit 101).

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