DEFA14A 1 ms3206591-defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant Filed by a Party other than the Registrant      

CHECK THE APPROPRIATE BOX:
  Preliminary Proxy Statement
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
  Definitive Additional Materials
Soliciting Material Under Rule 14a-12


Morgan Stanley

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
  No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
Fee paid previously with preliminary materials:
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:





















*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 22, 2017.

MORGAN STANLEY






MORGAN STANLEY
1585 BROADWAY
NEW YORK, NY 10036
Meeting Information
 Meeting Type: Annual Meeting
 For holders as of:    March 27, 2017
 Date: May 22, 2017      Time: 2:00 p.m., local time
 Location:   2000 Westchester Avenue  
Purchase, New York 10577
 

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.


See the reverse side of this notice to obtain proxy materials and voting instructions.






















Before You Vote
   How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

PROXY STATEMENT           ANNUAL REPORT ON FORM 10-K           SHAREHOLDER LETTER

How to View Online:
Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com, or scan the QR Barcode below.

How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy.
Please choose one of the following methods to make your request:

  1)  BY INTERNET: www.proxyvote.com
2) BY TELEPHONE:      1-800-579-1639
3) BY E-MAIL*: sendmaterial@proxyvote.com
*If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor.
Please make the request as instructed above on or before May 8, 2017 to facilitate timely delivery.


How To Vote
   Please Choose One of the Following Voting Methods


Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

Vote By Internet: Go to www.proxyvote.com or from a smart phone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.























Voting Items

Morgan Stanley’s Board recommends a vote “FOR” the nominees listed below:
  
1.      Election of Directors
  
1a.      Erskine B. Bowles
  
1b. Alistair Darling
  
1c. Thomas H. Glocer
  
1d. James P. Gorman
  
1e. Robert H. Herz
  
1f. Nobuyuki Hirano
  
1g. Klaus Kleinfeld
  
1h. Jami Miscik
  
1i. Dennis M. Nally
  
1j. Hutham S. Olayan
  
1k. James W. Owens
  
1l. Ryosuke Tamakoshi
  
1m. Perry M. Traquina
  
1n. Rayford Wilkins, Jr.


Morgan Stanley’s Board recommends a vote “FOR” Proposals 2-3:
  
2.      To ratify the appointment of Deloitte & Touche LLP as independent auditor
  
3. To approve the compensation of executives as disclosed in the proxy statement (non-binding advisory vote)
  
Morgan Stanley’s Board recommends a vote for "1 YEAR" on Proposal 4:
  
4. To vote on the frequency of holding a non-binding advisory vote on the compensation of executives as disclosed in the proxy statement (non-binding advisory vote)
  
Morgan Stanley’s Board recommends a vote “FOR” Proposals 5-6:
  
5. To approve the amended and restated Equity Incentive Compensation Plan to increase the number of authorized shares and to extend the term
  
6. To approve the amended and restated Directors' Equity Capital Accumulation Plan to increase the number of authorized shares
  
Morgan Stanley’s Board recommends a vote “AGAINST” Proposals 7-8:
  
7. Shareholder proposal regarding a change in the treatment of abstentions for purposes of vote-counting
  
8. Shareholder proposal regarding a policy to prohibit vesting of deferred equity awards for senior executives who resign to enter government service