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Form N-PX · fund registrantSEC filer no. 836487

MORGAN STANLEY INSTITUTIONAL FUND INC

fund voting report, part of Morgan Stanley, Eaton Vance and Calvert

Vote records reported
13,312year to 30 June 2026
Against management
5.9%769 of 12,966 marked votes
Say-on-pay support
80.9%for, of for + against + abstain
Shareholder-proposal support
37.7%for, of for + against + abstain
91.8% for7.4% against0.8% other5.9% against management13,130 votes

foragainstabstain, withhold or otheramber tick: the portion cast against management

MORGAN STANLEY INSTITUTIONAL FUND INC reported 13,312 vote records for the year to 30 June 2026. It marked 5.9% of its votes as cast against management (769 of 12,966), close to the median fund registrant, which was 6.2%.

Weighted by the number of shares voted, the against-management share is 4.2%. The two figures differ when the votes against management fall on larger or smaller holdings than the rest.

On pay and on shareholder proposals: it voted for 80.9% of the section 14A say-on-pay items it reported (the median fund registrant: 91.6%) and it voted for 37.7% of the proposals put forward by security holders (the median fund registrant: 27.5%).

By category, votes against management were most frequent in SHAREHOLDER RIGHTS AND DEFENSES (31.8% of 44), SECTION 14A SAY-ON-PAY VOTES (18.0% of 405) and OTHER SOCIAL ISSUES (12.8% of 235).

It reported 91.0 million shares out on loan at record dates, 2.62% of the shares it held or had lent across the meetings it reported. Shares on loan are not voted.

Compared with other filers

Each rate is defined once, in the methodology. The median is taken over 1,241 fund registrants with at least 25 vote records in the season.

year to 30 June 2026This filerMedian fund registrantAll filers pooled
Against-management share5.9%6.2%10.6%
Say-on-pay support rate80.9%91.6%86.0%
Shareholder-proposal support rate37.7%27.5%33.9%
Shares on loan, share of shares held2.62%0.00%3.12%
Largest families, year to 30 June 2026Against managementSay-on-pay supportShareholder-proposal support
Vanguard20.1%94.1%42.0%
BlackRock and iShares7.5%88.3%11.9%
Fidelity6.0%94.7%27.6%
Dimensional16.4%78.9%57.4%
State Street and SPDR16.9%77.1%50.4%

Votes by category

Filers choose one or more categories for each vote, so a vote can appear in more than one row. Category names are printed as Form N-PX defines them.

Category (as the form names it)VotesForAgainstAgainst managementSplit
DIRECTOR ELECTIONS6,2075,9052414.0%
SECTION 14A SAY-ON-PAY VOTES4053047118.0%
AUDIT-RELATED958941171.4%
SHAREHOLDER RIGHTS AND DEFENSES47291831.8%
EXTRAORDINARY TRANSACTIONS14613885.5%
CAPITAL STRUCTURE1,5611,496654.5%
COMPENSATION1,3511,2231268.9%
CORPORATE GOVERNANCE2,5132,2792258.8%
ENVIRONMENT OR CLIMATE128281005.5%
HUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCE60213811.7%
DIVERSITY, EQUITY, AND INCLUSION6517483.1%
OTHER SOCIAL ISSUES2357615812.8%
OTHER8870181.3%

By season

SeasonVote recordsAgainst managementSay-on-pay supportShareholder-proposal supportSplit
year to 30 June 202421,5318.5%75.5%38.7%
year to 30 June 202517,9927.5%74.9%40.5%
year to 30 June 202613,3125.9%80.9%37.7%

Say-on-pay votes against management

Counting one say-on-pay item per company meeting, MORGAN STANLEY INSTITUTIONAL FUND INC voted against management on 34 of the 185 it marked either way (18.4%) in the year to 30 June 2026.

A further 2 say-on-pay items were reported without a management mark and are left out of both sides of that fraction.

Shareholder proposals it supported

Of 207 proposals from security holders that could be told apart in the filings and on which it cast a vote, MORGAN STANLEY INSTITUTIONAL FUND INC voted for 69 (33.3%). The 40 at the companies with the most reporting filers are listed. Titles are the most common wording among filers; where a wording could name a person, the SEC category is printed instead.

CompanyMeetingProposal
NVIDIA Corporation24 Jun 2026Approval of a non-binding stockholder proposal requesting the replacement of supermajority voting...
Alphabet Inc.5 Jun 2026Shareholder proposal regarding a report on AI data usage oversight
Alphabet Inc.5 Jun 2026Shareholder proposal regarding a report on AI-generated misinformation
Alphabet Inc.5 Jun 2026Shareholder proposal regarding equal shareholder voting
Visa Inc.27 Jan 2026Shareholder proposal on shareholder right to act by written consent.
Eli Lilly and Company4 May 2026Shareholder proposal to prepare an annual lobbying report.
Eli Lilly and Company4 May 2026Shareholder proposal to adopt a policy and amend the bylaws to require an independent board chair.
Netflix, Inc.4 Jun 2026Stockholder proposal entitled, "Proposal 4 - Shareholder Right to Act by Written Consent,"
The Home Depot, Inc.21 May 2026Shareholder Proposal Regarding Biodiversity Impact and Dependency Assessment
The Home Depot, Inc.21 May 2026Shareholder Proposal Regarding Report on Packaging Policies for Plastics
CHEVRON CORPORATION27 May 2026Commission a Third-Party Report on Human Rights Processes
CHEVRON CORPORATION27 May 2026Report on Indigenous Peoples' Rights
The Coca-Cola Company29 Apr 2026Vote on a shareowner proposal requesting a report on risks related to ingredients
The Coca-Cola Company29 Apr 2026Vote on a shareowner proposal requesting a report on the Company's plans to increase sustainability disclosure
Tesla, Inc.6 Nov 2025A shareholder proposal to amend the bylaws to repeal 3% derivative suit ownership threshold.
Tesla, Inc.6 Nov 2025A shareholder proposal to amend Article X of the bylaws.
Tesla, Inc.6 Nov 2025A shareholder proposal to seek shareholder approval before adopting an amendment to the bylaws pursuant to...
Tesla, Inc.6 Nov 2025Declassify the Board of Directors
Tesla, Inc.6 Nov 2025Shareholder proposal: CORPORATE GOVERNANCE
Tesla, Inc.6 Nov 2025Shareholder proposal: CORPORATE GOVERNANCE
McDonald's Corporation20 May 2026Advisory Vote on Shareholders' Right to Act by Written Consent.
Wells Fargo & Company28 Apr 2026Require Independent Board Chair
The Goldman Sachs Group, Inc.29 Apr 2026Shareholder Proposal Regarding Lobbying Disclosure
The Goldman Sachs Group, Inc.29 Apr 2026Shareholder Proposal Regarding Special Shareholder Meeting Thresholds
PALANTIR TECHNOLOGIES INC.3 Jun 2026Stockholder proposal entitled "Political Spending Disclosure,"
S&P Global Inc.20 May 2026Vote on a shareholder proposal to reduce the stock ownership threshold for calling a special shareholder...
Starbucks Corporation25 Mar 2026Shareholder proposal requesting supermajority shareholder voting requirements be replaced with majority...
Booking Holdings Inc.2 Jun 2026Non-binding stockholder vote on a proposal to avoid brand damage due to corporate political spending.
Zoetis Inc.20 May 2026Shareholder proposal to permit shareholder action by written consent.
Vertex Pharmaceuticals Incorporated13 May 2026Shareholder proposal, if properly presented at the meeting, regarding shareholder right to act by written...
The Sherwin-Williams Company22 Apr 2026Shareholder Proposal Regarding Shareholder Ability to Call a Special Meeting
Otis Worldwide Corporation27 May 2026Shareholder proposal regarding reporting on political contributions and expenditures
Synopsys, Inc.16 Apr 2026To vote on a stockholder proposal regarding 'stockholders' right to act by written consent
Snowflake Inc.29 Jun 2026To consider and vote on, if properly presented at the meeting, a non-binding stockholder proposal...
IDEXX Laboratories, Inc.12 May 2026Shareholder Proposal to Give Shareholders the Ability to Call for a Special Shareholder Meeting (Proposal...
Cintas Corporation28 Oct 2025A shareholder proposal regarding support for shareholder ability to call for a special shareholder meeting.
AppLovin Corporation3 Jun 2026Stockholder proposal regarding disclosure of voting results by class of shares
HCA Healthcare, Inc.23 Apr 2026Stockholder proposal, if properly presented at the meeting, regarding stockholders' right to act by...
CBRE Group, Inc.21 May 2026Stockholder proposal regarding our stockholders' ability to call special stockholder meetings.
Verisk Analytics, Inc.19 May 2026Shareholder Proposal - Shareholder Right to Act by Written Consent.

Shares on loan

MORGAN STANLEY INSTITUTIONAL FUND INC reported 91.0 million shares on loan at record dates against 3.38 billion shares voted: 2.62% of the two together. Median fund registrant: 0.00%. Shares lent out at the record date cannot be voted by the lender, which is why Form N-PX asks for the figure. More on lending and votes.

Fund series in this filing

27 series reported votes. A vote record can list several series. Series with 500 or more vote records have their own page.

SeriesVote recordsAgainst managementSay-on-pay supportShareholder-proposal support
EMERGING MARKETS PORTFOLIO1,4688.9%not reported54.5%
Passport Overseas Equity Portfolio1,2465.0%not reported13.0%
INTERNATIONAL EQUITY PORTFOLIO8446.1%not reported62.5%
Emerging Markets ex China Portfolio8338.0%not reported16.7%
Permanence Portfolio8325.8%85.0%40.4%
Global Permanence Portfolio6334.0%100.0%80.0%
Global Stars Portfolio61012.3%35.0%34.1%
International Resilience Portfolio6037.1%0.0%26.3%
Global Core Portfolio5888.5%86.2%32.2%
GLOBAL FRANCHISE PORTFOLIO5769.5%31.0%31.1%
Emerging Markets Leaders Portfolio5485.1%not reportednot reported
US Core Portfolio5148.2%84.8%31.7%
International Advantage Portfolio4181.7%not reported60.0%
International Opportunity Portfolio3971.3%not reported60.0%
Global Opportunity Portfolio3880.5%100.0%8.8%
Inception Portfolio3731.1%100.0%not reported
Developing Opportunity Portfolio3391.2%not reportednot reported
Asia Opportunity Portfolio3291.2%not reportednot reported
Global Concentrated Portfolio3195.6%78.6%27.3%
Vitality Portfolio2944.3%96.2%66.7%
Global Endurance Portfolio2835.0%91.7%not reported
Advantage Portfolio2354.3%94.1%62.5%
Global Insight Portfolio2343.1%94.1%70.0%
Growth Portfolio2133.9%94.1%61.5%
American Resilience Portfolio1549.1%30.0%16.7%
Multi-Asset Real Return Portfolio277.4%not reportednot reported
Next Gen Emerging Markets Portfolio147.1%not reportednot reported

The filings

These figures are read from the filer's own Form N-PX. If a vote on this page looks wrong, the filing is the record: a dispute about a filed vote is a matter for the filer, and an error in how this site read the filing is a matter for corrections.

Questions

How did MORGAN STANLEY INSTITUTIONAL FUND INC vote on executive pay?

In the year to 30 June 2026 MORGAN STANLEY INSTITUTIONAL FUND INC reported 376 votes in the category SECTION 14A SAY-ON-PAY VOTES that were cast for, against or abstain. 304 were for (80.9%), 71 against and 1 abstentions. Counting one item per company meeting, it voted against management on 34 of the 185 say-on-pay items it marked either way. A further 2 say-on-pay items were reported without a management mark and are not counted in that figure.

How often does MORGAN STANLEY INSTITUTIONAL FUND INC vote against management?

5.9% of the time in the year to 30 June 2026: 769 of the 12,966 votes it marked as for or against management. Form N-PX asks each filer to state, vote by vote, whether the vote was for or against management's recommendation; this figure counts those marks.

Did MORGAN STANLEY INSTITUTIONAL FUND INC support shareholder proposals on climate?

In the category ENVIRONMENT OR CLIMATE it reported 107 votes on proposals from security holders in the year to 30 June 2026 and voted for 7 of them (6.5%). Across every category it voted for 37.7% of security-holder proposals. Filers choose the category for each vote, so the same proposal can sit in different categories in different filings.

Is this the result of the meetings?

No. Form N-PX shows how this filer voted the shares it held. It does not show how other shareholders voted or whether a proposal was approved. Companies report certified results separately, on Form 8-K.

Where does the data come from?

From the Form N-PX filings of this filer on the SEC's EDGAR system, read as filed. The SEC does not verify the contents. Amended filings (N-PX/A) replace the filings they amend. Data on this page runs through 23 Sep 2026.

Provenance: SEC EDGAR, Form N-PX and N-PX/A filings by MORGAN STANLEY INSTITUTIONAL FUND INC (filer no. 836487), read as filed and not verified by the SEC. Amended filings replace the filings they amend. Filings read through 23 Sep 2026; page built 26 Sep 2026.