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OVERVIEW OF VOTING ITEMS

This overview of voting items presents certain information that you should consider before voting on the items presented at this year’s annual meeting; however, you should read the entire proxy statement carefully before voting. In this proxy statement, we refer to Morgan Stanley as the “Company,” the “Firm,” “we,” “our” or “us” and the Board of Directors as the “Board.”

⁽¹⁾6     Effective May 17, 2016, Mr. Darling will join the Risk Committee.

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The Morgan Stanley Board of DirectorsDirectors*

Board Tenure Balance		Board Independence
Average Tenure:4.64.9 years upon election at the annual meeting		All members of all committees are non-management, and the Board benefits from an engaged Independent Lead Director

International Experience		Sector Experience(1)
See page 14 for more information about our Board.		(1)Reflects certain directors’ experience in more than one sector.

^* Current director nominees.

Corporate Governance Highlights

	Board Structure and Independence		●EightNine new directors since 2012 who bring newa diversity of skills, attributes and perspectiveperspectives to the Board ●Upon election at the annual meeting, the average Board tenure will be approximately 4.64.9 years ●Expansive Independent Lead Director role
	Board Oversight		●Oversees the Company’s strategy, annual business plans, Enterprise Risk Management (ERM) framework and culture, values and conduct ●Directors have complete access to senior management and other Company employees ●Regular review of succession plans for CEO and other senior executives ●Director equity ownership requirement helpsReviews strategic process regularly and conducts an annual offsite meeting with the CEO and senior management to align director and shareholder interestsreview long-term strategy
	Shareholder Rights and and Accountability		●Adopted proxy access (3/3/20/20) in 2015 ●Shareholders who own at least 25% of common stock may call a special meeting of shareholders ●No supermajority vote requirements in our charter or bylaws ●All directors elected annually by majority vote standard ●No “poison pill” in effect
	Annual Evaluations		●Annual Board, Independent Lead Director, and committee self-assessments enhance performance ●Includes one-on-one Board member interviews and written guidelines ●Encompasses duties and responsibilities, Board and committee structure, culture, process and execution
	Sustainability and Social Responsibility		●Established the Morgan Stanley Institute for Sustainable Investing and committed to facilitating the financing of sustainable and social impact projects ●Company-wide focus on managing our environmental footprint ●Commitment to giving back to the community

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Ratification of Appointment of Morgan Stanley’s Independent Auditor

	Ratification of Appointment of Morgan Stanley’s Independent Auditor
		Our Board unanimously recommends that you vote“FOR” the ratification of Deloitte & Touche’s appointment as our independent auditor.
		See page 3542 for the Audit Committee Report and information regarding fees paid to Deloitte & Touche.

Company Proposal to Approve the Compensation of Executives as Disclosed in the Proxy Statement (Non-Binding Advisory Resolution)Vote)

	Our Board unanimously recommends that you vote“FOR”this proposal.
	See page 45 for the “Compensation Discussion and Analysis” (CD&A) and additional information relating to the metrics referenced below and see Section 5 of the CD&A for the notes referenced below.

See the “Compensation Discussion and Analysis” (CD&A) for additional informationrelating to the metrics referenced below and Section 5 of the CD&A for the notes referenced below.

20152016 CEO Performance and Compensation Decision

At the start of 2015,2016, as in prior years, the CMDS Committee established a target range of CEO compensation ($10 million to $28 million) and the factors to be considered in determining year-end compensation.

At year end, 20152016 CEO compensation was set at $21$22.5 million, a 7% decreaseincrease from $22.5$21 million in 2014,for 2015, with shareholder-aligned features: 72% deferred over three years and subject to clawback, with 39% of such deferred compensation delivered through future performance-vested equity awards.

The 20152016 pay decision for the CEO was based on the CMDS Committee’s assessment of Mr. Gorman’s strong individual performance and Morgan Stanley’s progress in relation to its strategic objectives, financial performance and shareholder returns.

●	In 2016, Morgan Stanleycontinued to successfully execute made progress on the long-term2017 strategic objectives approved by the Board.

Objective				2016 Status(3)
❶		Streamline: $1 Billion Expense Reduction		On Track $1 billion in Expense Reduction by 2017
	1.	Improved Wealth Management profit margin to 22%(2) ❷		✓Complete Fixed Income Restructuring and Maintain Revenue Footprint		Retained Revenue Footprint, with 25% Headcount Reduction and Reduced Resources
	2.	Grew net interest income by 46% in the U.S. Bank(1)(3)		✓
❸		Wealth Management Pre-Tax Margin(4): 23 – 25%		Achieved 22% Margin, Despite Transactional Revenue Headwinds
	3.	Initiated major restructuring after failure to achieve progress in Fixed Income and Commodities return on average common equity (ROE)		✗
❹		Increase Capital Return to Shareholders		Received Non-Objection to Increase Dividend (+33%) and Buyback (+40%)(5)
	4.	Ranked 1st in Institutional Equities revenue market share, 1st in Global IPOs, and 2nd in Global Announced M&A and Global Equity(4)
❺		✓
	ROE Target: 9 – 11%5.(6)(7)	Continued to benefit from the tailwind from lower funding costs		✓
	6.	Reduced compensation ratio, ex-DVA(8) in Institutional Securities to 37%(5)		✓
	7.	Received a two-notch rating upgrade from Moody’s		✓
	8.	Increased capital return to shareholders		✓Ongoing

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Morgan Stanley and S&P 500 Financials Index Total Shareholder Returns (TSR)(12)
1-Year (2016) TSR		3-Year (2014-2016) TSR		5-Year (2012-2016) TSR

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●	Morgan Stanley delivered improved financial performance; however, Morgan Stanley’s shareholder returns trailedpeers in a challenging year for global financials, but still ranked first over the period from 2013 to 2015.

MS Firm Financials Results (2011-2015)														MS Total Shareholder Return (TSR)(14)
Ex-DVA ($Billion)		2011		2012		2013		2014		2015		% Δ 2015 vs. 2014
												+3%
Net Revenues(9)		28.6		30.6		33 2		33.6		34.5
												+168%
Pre-tax Profit(9)		2.5		5.0		5.2		2.9	(10)	7.9
MS ROE (2011-2015)(11)(12)

20152016 CEO Compensation Elements

CEO compensation was delivered in a combination of base salary, cash bonus, deferred cash, restricted stock units (RSUs) and a long-term incentive program (LTIP) award in the form of performance stock units, as outlined in the chart below. A significant portion of CEO pay is deferred, awarded in equity, subject to future stock price performance, cancellation and clawback and, in the case of the LTIP award, subject to future achievement of specified financial goals over a three-year period.

MS 20152016 CEO Compensation Elements
$ Million
% of Deferred		% of Total
2015 Total Compensation				Performance-Vested Long-Term Equity Incentive Compensation
				●Realizable value determined after three years (2016-2018)(2017-2019), based equally on two performance metrics: target average ROE of 10% and shareholder returns TSR relative to the S&P Financials Index ●Shares delivered can range from 0 – 1.5x target, depending on performance relative to target. TSR portion will not exceed 1.0x, if there is negative TSR for the performance period ●Subject to cancellation and clawback
				Deferred Incentive Compensation
				Deferred Cash and Deferred Equity ●Deferred over three years ●Subject to cancellation and clawback
				Current Compensation
				Base Salary and Cash Bonus ●Cash bonus was awarded consistent with the Company-wideFirmwide deferral schedule

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Company Proposal to Vote on the Board institutedFrequency of Holding a Non-Binding Advisory Vote on the following changes:

Compensation of Executives as Disclosed in the Proxy Statement (Non-Binding Advisory Vote)

	Shareholder Feedback						Morgan Stanley Response
			Executive CompensationOur Board unanimously recommends that you vote for the option of once every“1 YEAR” as the frequency with which shareholders are provided a non-binding advisory vote on executive compensation.

Proposal

●	An annual “Say on Pay” vote

Rationale

●Generally supportive ●Interested	In 2011, the Firm’s shareholders indicated their preference for holding the “Say on Pay” vote on an annual basis, with 91% of votes cast in minimum share ownership requirements				●Introduced minimum share ownership requirements for CEO and NEOs (10x and 6x base salary, respectively)	support
●											While the Firm’s executive compensation program is designed to promote a long-term connection between pay and performance, an annual vote allows shareholders to provide their view on our compensation philosophy, policies and practices each year
		●	Proxy AccessAn annual “Say on Pay” vote is consistent with the Firm’s practice of seeking the views of, and engaging in discussions with, shareholders on governance and compensation matters			●Many shareholders are supportive of proxy access				●The Board approved amendments to the Company’s bylaws in October 2015 to implement proxy access

			Disclosure		●Suggested improvementsSee page 74 for the proposal to vote on the frequency of holding a non-binding advisory vote on the compensation of executives as disclosed in the proxy statement to enhance readability				●Refresh of proxy design to include a proxy summary, more visuals, and clearer disclosure of considerations and decisions regarding pay
			Shareholder Dilution(non-binding advisory vote).		●Shareholders remain focused on potential shareholder dilution resulting from equity compensation				●The Company issued 36 million shares in 2015, less than the 59 million shares repurchased in 2015

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Company Proposal to AmendApprove the 2007Amended and Restated Equity Incentive Compensation Plan (EICP)

Our Board unanimously recommends that you vote“FOR”Our Board unanimously recommends that you vote “FOR”this proposal.

Proposal

●	Add 2050 million shares to the EICP
●	Add regulatory factors, risk management, expense management, and contributions to community development and sustainability projects or initiatives asExtend the term of the EICP for an additional 5 years
●	Re-approve, for purposes of Section 162(m) of the Internal Revenue Code, the performance criteria that could be elements of performance-vested awards over timeset forth in the plan

Rationale

●	Morgan Stanley believes that awarding a portion of compensation should be awarded in shares alignsto align employee and shareholder interests
●	The Company last amended the EICP in 20152016 to add 2520 million shares, which 92%was approved by approximately 94% of voting shareholders approvedthe votes cast
●	The 20Company is requesting an additional 50 million shares requested is less thanin 2017, which we expect would allow us to make grants under the 59 million shares repurchased in 2015EICP for approximately three years
●	AdditionalThe Company strives to maximize employee and shareholder alignment, while minimizing dilution. The share repurchase program offsets the dilutive impact of these additional shares

○	Since Morgan Stanley re-initiated the share repurchase program in 2013, the Company has increased share repurchases each year - 12 million, 28 million, 59 million, and 117 million shares from 2013 to 2016, respectively

●	Re-approval of the plan performance criteria will better enable performance-vested awards to be tax-deductible to Morgan Stanley under Section 162(m) of the Internal Revenue Code, which Morgan Stanley believes to be in the best interests of the Company and our shareholders

Impact
Overhang(1)		Burn Rate(2)

(1)	Overhang represents the number of shares underlying outstanding employee equity awards and available for future employee equity awards as a percentage of weighted average common shares outstanding for the period.
(2)	Burn rate represents the number of employee shares granted per year pursuant to equity awards as a percentage of weighted average common shares outstanding for the period.

See page 7174 for the proposal to amendapprove the Morgan Stanley 2007amended and restated Equity Incentive Compensation Plan.

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Shareholder ProposalsCompany Proposal to Approve the Amended and Restated Directors’ Equity Capital Accumulation Plan (DECAP)

Our Board unanimously recommends that you vote“FOR”this proposal.

Proposal

●	Add 1 million shares to DECAP

Rationale

●	Approval will preserve the Firm’s ability to grant stock units to non-employee directors
●	Morgan Stanley believes stock unit grants promote the Firm’s long-term interests by attracting, motivating and retaining qualified non-employee directors and more closely align their interests with those of shareholders
●	Non-employee directors receive a vast majority of their compensation in the form of stock units, half of which are not payable until retirement
●	In 2016, DECAP was amended to include an aggregate limit of $750,000 on annual non-employee director compensation and we introduced a non-employee director equity ownership requirement of 5x the annual cash retainer

See page 83 for the proposal to approve the amended and restated Directors’ Equity Capital Accumulation Plan.

	Shareholder Proposals
		Our Board unanimously recommends that you vote“AGAINST”each shareholder proposal.
	●Our Board recommends you vote against the proposal to exclude votes to abstain from shareholder proposal vote counts. ●Our Board recommends you vote against the proposal to adopt a policy to prohibit vesting of deferred equity awards for senior executives who resign to enter government service.

		See page 7987 for two proposals submitted by shareholders and our Board’s statements in opposition to each.

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Item 1

Election of Directors

	Election of Directors
		Our Board unanimously recommends that you vote“FOR”the election of all director nominees.

DIRECTOR SELECTION AND NOMINATION PROCESS

Our Board currently consists of 15 directors, including two directors who are designated in accordance with the terms of the Investor Agreement between Morgan Stanley and Mitsubishi UFJ Financial Group, Inc. (MUFG), dated October 13, 2008, as amended and restated (Investor Agreement), pursuant to which Morgan Stanley agreed to take all lawful action to cause two of MUFG’s senior officers or directors to become members of Morgan Stanley’s Board. MUFG has designated Messrs. Nobuyuki Hirano and Ryosuke Tamakoshi as its representative directors pursuant to the Investor Agreement.

The Nominating and Governance Committee’s charter provides that the committee will actively seek and identify nominees for recommendation to the Board consistent with the criteria in the Morgan Stanley Corporate Governance Policies (Corporate Governance Policies), which provide that the Board values members who:

●	Combine a broad spectrum of experience and expertise with a reputation for integrity;
��●	Have experience in positions with a high degree of responsibility;
●	Are leaders in the companies or institutions with which they are affiliated;
●	Can make contributions to the Board and management; and
●	Represent the interests of shareholders.

While the Board has not adopted a policy regarding diversity, the Corporate Governance Policies provide that the Board will take into account the diversity of a director candidate’s perspectives, background and other relevant demographics. The Nominating and Governance Committee and Board may also determine specific skills and experience they are seeking in director candidates based on the needs of the Company at a specific time. In considering candidates for the Board, the Nominating and Governance Committee considers the entirety of each candidate’s credentials in the context of these criteria.

The Board is committed to the ongoing review of Board composition and director succession planning. Nine new directors, who bring a diversity of skills, backgrounds, experience, attributes and perspectives to the Board, have joined the Board since 2012. The Nominating and Governance Committee continuously reviews the experience, qualifications, attributes, skills and tenure of the members of the Board and maintains a list of potential director candidates that is reviewed and refreshed throughout the course of the year.

The Nominating and Governance Committee may also consider director candidates proposed by shareholders, and in this regard, the Board has adopted the Policy Regarding Director Candidates Recommended by Shareholders. The Nominating and Governance Committee may also retain and terminate, in its sole discretion, a third party to assist in identifying director candidates or gathering information regarding a director candidate’s background and experience. Members of the Nominating and Governance Committee, the Independent Lead Director and other members of the Board interview potential director candidates as part of the selection process when evaluating new director candidates.

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DIRECTOR EXPERIENCE, QUALIFICATIONS, ATTRIBUTES AND SKILLS

When the Board nominates directors for election at an annual meeting, it evaluates the experience, qualifications, attributes and skills that an individual director candidate contributes to the tapestry of the Board as a whole to assist the Board in discharging its duties.duties and overseeing the Company’s strategy. As part of the ongoing process to evaluate these attributes, the Board performs an annual self-evaluation and the Corporate Governance Policies provide that the Board expects a director whose principal occupationto advise the Chairman and Corporate Secretary if he or employer changes, whoshe plans to join the board of directors or similar governing body of another public or private company or advisory board, or who experiences other changed circumstances that could diminish his or her effectiveness as a director or otherwise be detrimental to the Company, and to advise and to offer to tender his or her resignation for consideration by the Board.Board if his or her principal occupation or employer changes. In addition, the Corporate Governance Policies provide that a director candidate should not be nominated for election if the candidate would be 72 years old at the time of election.

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The Company believes that an effective board consists of a diverse group of individuals who bring a variety of complementary skills.skills and a range of tenures. The Nominating and Governance Committee and Board regularly consider these skills in the broader context of the Board’s overall composition, with a view toward constituting a board that has the best skill set and experience to oversee the Company’s business and to ensure that the Board has the appropriate mix of skills needed for the broad set of challenges that it confronts. Our directors have a combined wealth of leadership experience derived from extensive service guiding large, complex organizations as executive leaders or board members and in government and academia and possess substantive knowledge and skills applicable to our business, including experience in the following areas:

DIRECTOR NOMINEES

The Board stands for election at each annual meeting of shareholders. Each director holds office until his or her successor has been duly elected and qualified or the director’s earlier resignation, death or removal.

The Board has nominated the 14 director nominees below for election at the 20162017 annual meeting of shareholders. The Board believes that, in totality, the mix of qualifications and the diversity of skills, attributes and attributesperspectives among the nominees enhances our Board’s effectiveness in light of the Company’s businesses, regulatory environment and long-term strategy.

Laura D. TysonIn accordance with the Board’s retirement policy, Donald T. Nicolaisen is not standing for re-election at the annual meeting of shareholders. The Board thanks Dr. TysonMr. Nicolaisen for herhis dedicated service to Morgan Stanley.

Pursuant to the terms of the Investor Agreement, on October 28, 2015, MUFG designated Mr. Nobuyuki Hirano as its representative director replacing Mr. Masaaki Tanaka, who served as its representative director since May 2011. In accordance with the Investor Agreement, on October 29, 2015, the Board unanimously elected Mr. Hirano to the Board, effective November 1, 2015. The Board determined that Mr. Hirano’s experience as chief executive officer (CEO) of one of the world’s largest banks brings tremendous value to the Board and to Morgan Stanley, including commercial banking and risk management expertise.

As part of the Board’s ongoing review of Board composition and succession planning, the Nominating and Governance Committee’s third-party search firm recommended Alistair DarlingDennis M. Nally as a potential director candidate to the Nominating and Governance Committee. Upon the recommendation of the Nominating and Governance Committee, the Board unanimously elected Mr. DarlingNally to the Board, effective JanuaryOctober 1, 2016. The Board determined that Mr. Darling’sNally’s service as a former memberChairman of the British Parliament and as Chancellor of the ExchequerPricewaterhouseCoopers International Ltd. brings to the Board strong leadershipextensive regulatory, public accounting and financial reporting experience as well as insight into both the global economytechnology and the global financial system.management experience.

Each nominee has indicated that he or she will serve if elected. We do not anticipate that any nominee will be unable or unwilling to stand for election, but if that happens, your proxy may be voted for another person nominated by the Board or the Board may reduce the number of directors to be elected.

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		Erskine B. Bowles Independent Lead Director				Alistair Darling Independent Director
Age: 7071     Director Since: 2005				Age: 6263     Director Since: 2016
Morgan Stanley Committees:				Morgan Stanley Committees:
●CMDS ●Nominating and Governance				●Risk (effective May 17, 2016)
Professional Experience:				Professional Experience:
●President Emeritus of the University of North Carolina and served as President from January 2006 through December 2010. ●Served as Co-Chair of the National Commission on Fiscal Responsibility and Reform during 2010. ●Senior advisor at BDT Capital Partners LLC, a private investment firm, since 2012 and serves as non-executive vice chairman. Senior advisor from 2001 to 2015 and Managing Director from 1999 to 2001 of Carousel Capital, a private investment firm. Partner at the private investment firm of Forstmann Little & Co. from 1999 to 2001 and a founder of Kitty Hawk Capital, a venture capital firm. ●Began career in corporate finance at Morgan Stanley in 1969 and subsequently helped found and served as Chairman and CEO of Bowles Hollowell Connor & Co., an investment banking firm. ●Served as White House Chief of Staff from 1996 to 1998 and Deputy White House Chief of Staff from 1994 to 1995. Head of the Small Business Administration from 1993 to 1994 and served as United Nations Under Secretary General, Deputy Special Envoy for Tsunami Recovery in 2005. Qualifications, Attributes and Skills: Mr. Bowles brings to the Board his extensive experience in the financial services industry and our Company, particularly in his capacity as Independent Lead Director appointed by our independent directors, as well as in academia and his distinguished public service. Other Current Public Company Directorships: Facebook, Inc. and Norfolk Southern Corporation Other Public Company Directorships in the Past Five Years: Belk, Inc. and Cousins Properties Incorporated				●Appointed to the House of Lords on December 10, 2015. Previously a member of the British Parliament, serving as a member of the House of Commons from 1987 to 2015. ●Held several leadership positions, including as Chancellor of the Exchequer from 2007 to 2010, Secretary of State for Trade and Industry from 2006 to 2007, Secretary of State for Scotland from 2003 to 2006, Secretary of State for Transport from 2002 to 2006, Secretary of State for Social Security/Work and Pensions from 1998 to 2002 and Chief Secretary to the Treasury from 1997 to 1998.   Qualifications, Attributes and Skills: Mr. Darling’s service as a former member of the British Parliament and as Chancellor of the Exchequer brings to the Board strong leadership, risk management and regulatory experience, as well as insight into both the global economy and the global financial system.

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		Thomas H. Glocer Independent Director				James P. Gorman Chairman
Age:5657     Director Since:2013				Age:5758     Director Since:2010
Morgan Stanley Committees:
●Audit  ●Operations and Technology (Chair)
Professional Experience:				Professional Experience:
●Founder of Angelic Ventures, LP (Angelic), a family office investing in early-stage technology and data companies, and Managing Partner of Angelic since 2012. ●Served as CEO of Thomson Reuters Corporation, a news and information provider for businesses and professionals, from April 2008 through December 2011, and as CEO of Reuters Group PLC from July 2001 to April 2008. Joined Reuters Group PLC in 1993 and served in a variety of executive roles before being named CEO. ●Mergers and acquisitions lawyer at the law firm of Davis Polk & Wardwell LLP from 1984 to 1993. Qualifications, Attributes and Skills:Mr. Glocer’s leadership positions, including as CEO of Thomson Reuters Corporation, brings to the Board extensive management experience as well as operational and technology experience and international perspective. Other Current Public Company Directorships: Merck & Co., Inc. Other Public Company Directorships in the Past Five Years: Thomson Reuters Corporation				●Chairman of the Board and CEO of Morgan Stanley since January 2012. President and CEO from January 2010 through December 2011. ●Co-President from December 2007 to December 2009, Co-Head of Strategic Planning from October 2007 to December 2009 and President and Chief Operating Officer of Wealth Management from February 2006 to April 2008. ●Joined Merrill Lynch & Co., Inc. (Merrill Lynch) in 1999 and served in various positions, including Chief Marketing Officer, Head of Corporate Acquisitions Strategy and Research in 2005 and President of the Global Private Client business from 2002 to 2005. ●Prior to joining Merrill Lynch, was a senior partner at McKinsey & Co., serving in the firm’s financial services practice. Earlier in his career, was an attorney in Australia. Qualifications, Attributes and Skills:As CEO of the Company, Mr. Gorman is a proven leader with an established record as a strategic thinker backed by strong operating, business development and execution skills and brings an extensive understanding of Morgan Stanley’s businesses and decades of financial services experience.

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		Robert H. Herz Independent Director				Nobuyuki Hirano Non-management Director
Age:6263     Director Since:2012				Age:6465     Director Since:2015
Morgan Stanley Committees:				Morgan Stanley Committees:
●Audit (Chair)  ●Nominating and Governance				●Risk
Professional Experience:				Professional Experience:
●President of Robert H. Herz LLC, providing consulting services on financial reporting and other matters, since September 2010. ●Chairman of the Financial Accounting Standards Board from July 2002 to September 2010 and as a part-time member of the International Accounting Standards Board from January 2001 to June 2002. ●Served on the Accounting Standards Oversight Council of Canada since 2011 and as a member of the Standing Advisory Group of the Public Company Accounting Oversight Board since 2012.2012 and on the Accounting Standards Oversight Council of Canada from 2011 to March 2017. ●Partner in PricewaterhouseCoopers LLP (PwC), an accounting firm, from 1985 to 2002. Qualifications, Attributes and Skills:Mr. Herz brings to the Board extensive regulatory, public accounting, financial reporting, risk management and financial experience through his private and public roles, including as Chairman of the Financial Accounting Standards Board. Other Current Public Company Directorships: Federal National Mortgage Association (Fannie Mae) and Workiva Inc.				●President and Group CEO of MUFG, one of the world’s leading financial groups, since April 2013, and since April 2016 Chairman of The Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU), the core commercial banking unit of MUFG. ●Director of MUFG since June 2010 and Deputy President from October 2010 to March 2012. President and CEO of BTMU from April 2012 to March 2016 and Deputy President of BTMU from June 2009 to March 2012. ●Managing Officer of MUFG from 2009 to 2010 and Senior Managing Director from 2008 to 2009 and Managing Director from 2006 to 2008 of BTMU. ●Numerous senior-level positions in Japan and abroad since joining The Mitsubishi Bank, Limited in 1974, including in the Corporate Planning Office and Corporate Banking Division of The Bank of Tokyo-Mitsubishi, Ltd. ●Previously served as a director of Morgan Stanley from 2009 to 2011. Qualifications, Attributes and Skills:In his role as Director, President and CEO at MUFG and its associated companies, Mr. Hirano brings to the Board global leadership as well as international banking, financial services, risk management and regulatory experience. Other Current Public Company Directorships: MUFG

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		Klaus Kleinfeld Independent Director				Jami Miscik Independent Director
Age:5859     Director Since:2012				Age:5758     Director Since:2014
Morgan Stanley Committees:				Morgan Stanley Committees:
●CMDS				●Operations and Technology ●Risk
Professional Experience:				Professional Experience:
●Chairman and CEO of Arconic Inc. (Arconic), global leader in multi-materials innovation, precision engineering and advanced manufacturing for major markets, including airframe structures, aero engines, automotive, commercial transportation and building and construction. Arconic is the new name of Alcoa Inc. (Alcoa), the world’s leading producer of primary aluminumwhich separated its businesses into two independent, publicly-traded companies, Arconic and fabricated aluminum, since April 2010.Alcoa Corporation, on November 1, 2016. ●Chairman and CEO of Alcoa Inc. from 2010 to 2016, President and CEO of Alcoa Inc. from 2008 to 2010 and President and Chief Operating Officer of Alcoa Inc. from 2007 to 2008. ●Served for 20 years at Siemens AG from 1987 to 2007, including as CEO and President from 2005 to 2007, as a member of the Managing Board, from 2004 to 2007, and as President and CEO from 2002 to 2004 and Executive Vice President and Chief Operating Officer in 2001 of Siemens AG’s principal U.S. subsidiary, Siemens Corporation. Qualifications, Attributes and Skills:Mr. Kleinfeld brings to the Board extensive international and senior executive experience, including in business development, operations and strategic planning at multinational organizations. Other Current Public Company Directorships: Arconic (formerly Alcoa Inc.) and Hewlett-PackardHewlett Packard Enterprise Company Other Public Company Directorships in the Past Five Years: Bayer AG (Supervisory Board) and Hewlett-Packard Company				●Co-CEO and Vice Chair of Kissinger Associates, Inc. (Kissinger), a New York-based strategic international consulting firm that assesses and navigates emerging market geopolitical and macroeconomic risks for its clients, since May 2015. ●President and Vice Chair of Kissinger from 2009 to 2015. ●Global head of sovereign risk at Lehman Brothers from 2005 to 2008. ●Central Intelligence Agency from 1983 to 2005, serving as Deputy Director for Intelligence from 2002 to 2005. ●Co-Chair of the President’s Intelligence Advisory Board and served as Senior Advisor for Geopolitical Risk at Barclays Capital. Qualifications, Attributes and Skills:Ms. Miscik brings to the Board extensive leadership in navigating geopolitical, macroeconomic and technology risks through her private and public roles, including as Co-CEO and Vice Chair of Kissinger Associates, Inc. and her service with the Central Intelligence Agency. Other Current Public Company Directorships:Directorships in the Past Five Years: EMC Corporation

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		Donald T. NicolaisenDennis M. Nally Independent Director				Hutham S. Olayan Independent Director
Age:7164     Director Since:20062016				Age:6263     Director Since:2006
Morgan Stanley Committees:				Morgan Stanley Committees:
●Audit ●Risk (Chair)				●CMDS (Chair)
Professional Experience:				Professional Experience:
●Chief Accountant forChairman of PricewaterhouseCoopers International Ltd., the coordinating and governance entity of the PwC network from 2009 to July 2016. ●Chairman and Senior Partner of the U.S. Securities and Exchange Commission (SEC)firm of PricewaterhouseCoopers LLP from 2003May 2002 to 2005, where he served as the principal advisor to the SEC on accounting and auditing matters and was responsible for formulating and administering the accounting program and policies of the SEC.June 2009. ●PartnerJoined PwC in 1974 and became a partner in 1985, serving in numerous leadership positions within PwC, including National Director of PricewaterhouseCoopers, an accounting firm, from 1978 to 2003Strategic Planning, Audit and first joined Price Waterhouse in 1967. ●Led Price Waterhouse’s national office for accountingBusiness Advisory Services Leader, and SEC services and its financial services practice and was responsible for auditing and providing risk management advice to large, complex multinational corporations.Managing Partner. Qualifications, Attributes and Skills:Mr. NicolaisenNally brings to the Board over 40 years of regulatory, public accounting and financial reporting risk management and financial experience, and the varied perspectives he has gained in the private sectorincluding through his role as Chairman of PricewaterhouseCoopers International Ltd., as well as through distinguished service at the SEC.extensive technology and management experience. Other Current Public Company Directorships: MGIC Investment Corporation, Verizon Communications Inc. and Zurich Insurance Group				●Principal and director since 1981 of The Olayan Group, a private multinational enterprise that is a diversified global investor and operator of commercial and industrial businesses in Saudi Arabia. ●President and CEO of The Olayan Group’s U.S. operations for almost 30 years, overseeing all investment activityactivities in the Americas. ●Member of the Executive Advisory Board of General Atlantic and a former director of Thermo Electron Corporation. Qualifications, Attributes and Skills:Ms. Olayan’s extensive financial experience in the U.S. and internationally, including the Middle East, strengthens the Board’s global perspective. Other Current Public Company Directorships: International Business Machines Corporation

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		James W. Owens Independent Director				Ryosuke Tamakoshi Non-management Director
Age:7071     Director Since:2011				Age:6869     Director Since:2011
Morgan Stanley Committees:				Morgan Stanley Committees:
●CMDS  ●Nominating and Governance (Chair)				●Operations and Technology
Professional Experience:				Professional Experience:
●Chairman and CEO of Caterpillar Inc. (Caterpillar), a manufacturer of construction and mining equipment, diesel and natural gas engines and industrial gas turbines, from 2004 to 2010. ●Vice Chairman of Caterpillar from 2003 to 2004 and as Group President from 1995 to 2003, responsible at various times for 13 of the company’s 25 divisions. ●Vice President and Chief Financial Officer of Caterpillar from 1993 to 1995, Corporate Vice President and President of Solar Turbines Incorporated from 1990 to 1993, and managing director of P.T. Natra Raya, Caterpillar’s Indonesian joint venture, from 1987 to 1990. ●Various managerial positions in the Accounting and Product Source Planning Departments from 1980 to 1987 and chief economist of Caterpillar Overseas S.A. in Geneva, Switzerland from 1975 to 1980. Joined Caterpillar in 1972 as a corporate economist. ●Served on the President’s Economic Recovery Advisory Board from 2009 to 2011. Qualifications, Attributes and Skills:Mr. Owens’ various leadership positions, including as CEO of a major global corporation, bring to the Board extensive management experience and economics expertise and strengthen the Board’s global perspective. Other Current Public Company Directorships: Alcoa Corporation and International Business Machines Corporation Other Public Company Directorships in the Past Five Years: Alcoa Inc. (now known as Arconic)				●Senior Advisor of BTMU since June 2010. ●Chairman of MUFG from October 2005 to June 2010 and as Deputy Chairman of BTMU from January 2006 to March 2008. Before the merger of the former Mitsubishi Tokyo Financial Group and UFJ Holdings, President and CEO of UFJ Holdings, Inc. and Chairman of UFJ Bank, Ltd. ●Began his professional career at The Sanwa Bank, one of the legacy banks of BTMU, in 1970. Qualifications, Attributes and Skills:As a senior officer advisor to BTMU and as former Chairman of MUFG, Mr. Tamakoshi brings to the Board over 4045 years of banking experience and international, risk management and strategic expertise.

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		Perry M. Traquina Independent Director				Rayford Wilkins, Jr. Independent Director
Age:5960     Director Since:2015				Age:6465     Director Since:2013
Morgan Stanley Committees:				Morgan Stanley Committees:
●Audit ●Risk (Chair)				●Nominating and Governance ●Operations and Technology
Professional Experience:				Professional Experience:
●Chairman, CEO and Managing Partner of Wellington Management Company LLP (Wellington), a global, multi-asset investment management firm, serving from 2004 through June 2014 as CEO and Managing Partner and from 2004 through December 2014 as Chairman. ●Partner, Senior Vice President and Director of Global Research at Wellington from 1998 to 2002 and President from 2002 to 2004. ●Joined Wellington in 1980 and served in a number of executive roles before being named Chairman, CEO and Managing Partner. Qualifications, Attributes and Skills:Mr. Traquina brings to the Board extensive senior executive and risk management experience, as well as market knowledge from his over 30 years at the global investment management firm Wellington. Other Current Public Company Directorships: The Allstate Corporation and eBay Inc.				●CEO of Diversified Businesses of AT&T Inc. (AT&T), the telecommunications company, responsible for international investments, AT&T Interactive, AT&T Advertising Solutions and Customer Information Services from October 2008 to March 2012. ●During his career, he served in numerous other management roles at AT&T, including as Group President and CEO of SBC Enterprise Business Services, Group President of SBC Marketing and Sales, and President and CEO of Pacific Bell Telephone Company and Nevada Bell Telephone Company. ●Began his career at Southwestern Bell Telephone in 1974. Qualifications, Attributes and Skills:Mr. Wilkins brings to the Board extensive management, technology and operational experience, as well as international perspective, through the various management positions he held at AT&T. Other Current Public Company Directorships: Valero Energy Corporation Other Public Company Directorships in the Past Five Years: América Móvil, S.A.B. de C.V.

Our Board unanimously recommends that you vote “FOR” the election of all director nominees. Proxies solicited by the Board will be voted “FOR” each nominee unless otherwise instructed.

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CORPORATE GOVERNANCE HIGHLIGHTS

Morgan Stanley is committed to best-in-class governance practices which are embodied in our Corporate Governance Policies available at www.morganstanley.com/about/company/governance.about-us-governance. The Board initially adopted the Corporate Governance Policies in 1995 and reviews and approves them annually to ensure they reflect evolving best practices and regulatory requirements, including the New York Stock Exchange (NYSE) corporate governance listing standards and best practices at Morgan Stanley.standards. The governance practices highlighted below are reflected in the Corporate Governance Policies, bylaws and our committee charters, as applicable.

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Over the last several years, the Board has enhanced its Corporate Political Activities Policy Statement to ensure transparency of the Company’s practices and procedures regarding political activities and oversight by senior management and the Board. Our Corporate Political Activities Policy Statement:

●	Prohibits Morgan Stanley from making U.S. political contributions.
●	Provides that Morgan Stanley informs its principal U.S. trade associations not to use payments made by Morgan Stanley for election-related activity at the federal, state or local levels.
●	Provides that principal U.S. trade association memberships and expenditures relating to such memberships are reviewed annually with the Government Relations Department and the Nominating and Governance Committee.
●	Provides a link to examples of principal U.S. trade associations that the Company belongs to on the Company’s website.
●	Addresses oversight of lobbying activitiesby a member of the Operating Committee of the Company who reports to the Chairman and CEO, and significant lobbying priorities by the Nominating and Governance Committee.
●	Provides that the Nominating and Governance Committee oversees the Corporate Political Activities Policy Statement and the activities addressed by it.

In addition to the Corporate Governance Policies and other policies described above, our governance webpage includes the following:

Hard copies of the materials described above are available without charge to any shareholder who requests them by writing to Morgan Stanley, Suite D, 1585 Broadway, New York, New York 10036.

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To assess independence, the Board was provided with information about relationships between the independent directors (and their immediate family members and affiliated entities) and Morgan Stanley and its affiliates, including information about the director’s professional experience and affiliations. In making its determination as to the independent directors, the Board reviewed the categories of relationships between Morgan Stanley and the directors described above and the following specific relationships under those Director Independence Standards:

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The Corporate Governance Policies state that directors are expected to attend annual meetings of shareholders. All 15 directors who were on the Board at the time, andincluding all current directors who were nominees at the time, attended the 20152016 annual meeting of shareholders.

Board Meetings

Our Board met 1619 times during 2015.2016. Each current director attended at least 75% of the total number of meetings of the Board and committees on which such director served that were held during 20152016 while the director was a member. In addition to Board and committee meetings, our directors also discharge their duties through, among other things, informalless formal group communications, including discussions, briefings and discussionseducational sessions, with the Independent Lead Director, Chairman of the Board and CEO, members of senior management and others as appropriate regarding matters of interest.

Committees

The Board’s standing committees, their membership and the number of meetings in 20152016 are set forth below. Charters for each of our standing committees are available at our corporate governance webpage at www.morganstanley.com/about/company/governance.about-us-governance.

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