UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

At the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Morgan Stanley (the “Company”) held on Thursday, May 15, 2025, 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 and to extend the term of the EICP for an additional three years.

For a description of the terms and conditions of the EICP, as amended and restated as of March 31, 2025, 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 4, 2025 for the Annual Meeting (the “2025 Proxy”), which description is incorporated herein by reference.  The description of the EICP contained in the 2025 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, 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 2025 fiscal year, (iii) approve the compensation of the Company’s named executive officers, as disclosed in the 2025 Proxy (a non-binding advisory vote) and (iv) approve the amended and restated EICP.  The Shareholders also voted on a shareholder proposal requesting annual disclosure of the Company’s Energy Supply Ratio (as defined in the 2025 Proxy) (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 2025 fiscal year. The proposals (i) to approve the compensation of the Company’s named executive officers as disclosed in the 2025 Proxy, through an advisory vote, and (ii) to approve the amended and restated EICP were 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:

__________________

* Not applicable.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.