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Form N-PX · fund seriesSEC series no. S000002820

Passport Overseas Equity Portfolio

A series of MORGAN STANLEY INSTITUTIONAL FUND INC

Vote records
1,246year to 30 June 2026
Against management
5.0%59 of 1,191 marked votes
Say-on-pay support
not reportedfor, of for + against + abstain
Shareholder-proposal support
13.0%for, of for + against + abstain

Passport Overseas Equity Portfolio is a series of MORGAN STANLEY INSTITUTIONAL FUND INC. For the year to 30 June 2026 its registrant reported 1,246 vote records for the series; 5.0% of the votes marked for or against management went against management. It voted for 100.0% of say-on-pay items and for 13.0% of proposals from security holders.

Compared with its registrant and family

year to 30 June 2026This seriesIts registrantMorgan Stanley, Eaton Vance and CalvertMedian fund registrant
Against-management share5.0%5.9%18.8%6.2%
Say-on-pay support ratenot reported80.9%59.0%91.6%
Shareholder-proposal support rate13.0%37.7%51.2%27.5%

Votes by category

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

Category (as the form names it)VotesForAgainstAgainst managementSplit
DIRECTOR ELECTIONS458438203.2%
SECTION 14A SAY-ON-PAY VOTES3200.0%
AUDIT-RELATED605646.7%
EXTRAORDINARY TRANSACTIONS111019.1%
CAPITAL STRUCTURE179165147.8%
COMPENSATION183167168.4%
CORPORATE GOVERNANCE334300343.3%
ENVIRONMENT OR CLIMATE165116.3%
HUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCE6330.0%
DIVERSITY, EQUITY, AND INCLUSION5320.0%
OTHER SOCIAL ISSUES187110.0%
OTHER2615110.0%

By season

SeasonVote recordsAgainst managementSay-on-pay supportShareholder-proposal support
year to 30 June 20241,0635.1%not reported60.0%
year to 30 June 20251,0984.3%not reported22.2%
year to 30 June 20261,2465.0%not reported13.0%

Questions

How often did Passport Overseas Equity Portfolio vote against management?

5.0% of the votes its registrant marked for or against management in the year to 30 June 2026 (59 of 1,191).

How did Passport Overseas Equity Portfolio vote on executive pay?

It voted for 2 of 2 say-on-pay items cast for, against or abstain (100.0%).

Is this the result of the meetings?

No. Form N-PX shows how the fund voted the shares it held. It does not show how other shareholders voted or what the outcome was.

Where does the data come from?

From the Form N-PX filed by MORGAN STANLEY INSTITUTIONAL FUND INC, which lists the series that cast each vote. The SEC does not verify the contents. Data runs through 23 Sep 2026.

Provenance: SEC EDGAR, Form N-PX filed by MORGAN STANLEY INSTITUTIONAL FUND INC (filer no. 836487); votes attributed to series S000002820 by the filer. Not verified by the SEC. Filings read through 23 Sep 2026.