UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-07377
Morgan Stanley Insight Fund
(Exact name of registrant as specified in charter)
| 522 Fifth Avenue, New York, New York | 10036 |
| (Address of principal executive offices) | (Zip code) |
Mary E. Mullin, Esq.
Managing Director
Morgan Stanley Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
(Name and address of agent for service)
Registrant's telephone number, including area code: 800-548-7786
Date of fiscal year end: 11/30
Date of reporting period: 7/1/19– 6/30/20
*******************************FORM N - Px REPORT*******************************
ICA File Number: 811-07377
Reporting Period: 07/01/2019 - 06/30/2020
Morgan Stanley Insight Fund
========================== Morgan Stanley Insight Fund =========================
10X GENOMICS, INC.
Ticker: TXG Security ID: 88025U109
Meeting Date: JUN 15, 2020 Meeting Type: Annual
Record Date: APR 20, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Serge Saxonov For For Management
1.2 Elect Director Benjamin J. Hindson For For Management
1.3 Elect Director John R. Stuelpnagel For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
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ADYEN NV
Ticker: ADYEN Security ID: N3501V104
Meeting Date: JAN 14, 2020 Meeting Type: Special
Record Date: DEC 17, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1 Open Meeting and Announcements None None Management
2 Elect Joep van Beurden to Supervisory For For Management
Board
3 Close Meeting None None Management
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ADYEN NV
Ticker: ADYEN Security ID: N3501V104
Meeting Date: DEC 06, 2019 Meeting Type: Special
Record Date: NOV 08, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1 Open Meeting None None Management
2 Elect Mariette Bianca Swart to For For Management
Management Board
3 Elect Kamran Zaki to Management Board For For Management
4 Close Meeting None None Management
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ADYEN NV
Ticker: ADYEN Security ID: N3501V104
Meeting Date: MAY 26, 2020 Meeting Type: Annual
Record Date: APR 28, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Open Meeting None None Management
2.a Receive Report of Management Board None None Management
(Non-Voting)
2.b Approve Remuneration Report For For Management
2.c Adopt Annual Accounts For For Management
2.d Receive Explanation on Company's None None Management
Reserves and Dividend Policy
2.e Approve Remuneration Policy for For For Management
Management Board
2.f Approve Remuneration Policy for For For Management
Supervisory Board
3 Approve Discharge of Management Board For For Management
4 Approve Discharge of Supervisory Board For For Management
5 Reelect Piero Overmars to Supervisory For For Management
Board
6 Grant Board Authority to Issue Shares For For Management
Up to 10 Percent of Issued Capital
7 Authorize Board to Exclude Preemptive For For Management
Rights from Share Issuances
8 Authorize Repurchase of Up to 10 For For Management
Percent of Issued Share Capital
9 Ratify PWC as Auditors For For Management
10 Close Meeting None None Management
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ALNYLAM PHARMACEUTICALS, INC.
Ticker: ALNY Security ID: 02043Q107
Meeting Date: MAY 06, 2020 Meeting Type: Annual
Record Date: MAR 09, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Michael W. Bonney For For Management
1b Elect Director John M. Maraganore For For Management
1c Elect Director Phillip A. Sharp For For Management
2 Amend Omnibus Stock Plan For For Management
3 Amend Qualified Employee Stock Purchase For For Management
Plan
4 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
5 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
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ALTERYX, INC.
Ticker: AYX Security ID: 02156B103
Meeting Date: MAY 20, 2020 Meeting Type: Annual
Record Date: MAR 27, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Charles R. Cory For For Management
1.2 Elect Director Jeffrey L. Horing For For Management
1.3 Elect Director Dean A. Stoecker For For Management
2 Ratify Deloitte & Touche LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
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AMAZON.COM, INC.
Ticker: AMZN Security ID: 023135106
Meeting Date: MAY 27, 2020 Meeting Type: Annual
Record Date: APR 02, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Jeffrey P. Bezos For For Management
1b Elect Director Rosalind G. Brewer For For Management
1c Elect Director Jamie S. Gorelick For For Management
1d Elect Director Daniel P. Huttenlocher For For Management
1e Elect Director Judith A. McGrath For For Management
1f Elect Director Indra K. Nooyi For For Management
1g Elect Director Jonathan J. Rubinstein For For Management
1h Elect Director Thomas O. Ryder For For Management
1i Elect Director Patricia Q. Stonesifer For For Management
1j Elect Director Wendell P. Weeks For For Management
2 Ratify Ernst & Young LLP as Auditor For For Management
3 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
4 Reduce Ownership Threshold for For For Management
Shareholders to Call Special Meeting
5 Report on Management of Food Waste Against Against Shareholder
6 Report on Customers' Use of its Against Against Shareholder
Surveillance and Computer Vision
Products or Cloud-Based Services
7 Report on Potential Human Rights Against Against Shareholder
Impacts of Customers' Use of
Rekognition
8 Report on Products Promoting Hate Against Against Shareholder
Speech and Sales of Offensive Products
9 Require Independent Board Chairman Against Against Shareholder
10 Report on Global Median Gender/Racial Against Against Shareholder
Pay Gap
11 Report on Reducing Environmental and Against Against Shareholder
Health Harms to Communities of Color
12 Report on Viewpoint Discrimination Against Against Shareholder
13 Report on Promotion Velocity Against Against Shareholder
14 Reduce Ownership Threshold for Against For Shareholder
Shareholders to Call Special Meeting
15 Human Rights Risk Assessment Against Against Shareholder
16 Report on Lobbying Payments and Policy Against Against Shareholder
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AVALARA, INC.
Ticker: AVLR Security ID: 05338G106
Meeting Date: JUN 11, 2020 Meeting Type: Annual
Record Date: APR 14, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William Ingram For For Management
1.2 Elect Director Brian Sharples For For Management
1.3 Elect Director Chelsea Stoner For For Management
2 Advisory Vote to Ratify Named Executive For Against Management
Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Ratify Deloitte & Touche LLP as For For Management
Auditors
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CARVANA CO.
Ticker: CVNA Security ID: 146869102
Meeting Date: APR 21, 2020 Meeting Type: Annual
Record Date: FEB 25, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael Maroone For For Management
1.2 Elect Director Neha Parikh For For Management
2 Ratify Grant Thornton LLP as Auditors For For Management
3 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
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COUPA SOFTWARE INCORPORATED
Ticker: COUP Security ID: 22266L106
Meeting Date: MAY 27, 2020 Meeting Type: Annual
Record Date: APR 02, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Scott Thompson For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
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DEXCOM, INC.
Ticker: DXCM Security ID: 252131107
Meeting Date: MAY 21, 2020 Meeting Type: Annual
Record Date: MAR 31, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Richard A. Collins For For Management
1b Elect Director Mark G. Foletta For For Management
1c Elect Director Eric J. Topol For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
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GUARDANT HEALTH, INC.
Ticker: GH Security ID: 40131M109
Meeting Date: JUN 12, 2020 Meeting Type: Annual
Record Date: APR 20, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Ian Clark For For Management
1b Elect Director Samir Kaul For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Advisory Vote on Say on Pay Frequency One Year One Year Management
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ILLUMINA, INC.
Ticker: ILMN Security ID: 452327109
Meeting Date: MAY 27, 2020 Meeting Type: Annual
Record Date: MAR 30, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1A Elect Director Caroline D. Dorsa For For Management
1B Elect Director Robert S. Epstein For For Management
1C Elect Director Scott Gottlieb For For Management
1D Elect Director Philip W. Schiller For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
4 Report on Political Contributions Against For Shareholder
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INTUITIVE SURGICAL, INC.
Ticker: ISRG Security ID: 46120E602
Meeting Date: APR 23, 2020 Meeting Type: Annual
Record Date: FEB 28, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Craig H. Barratt For For Management
1b Elect Director Joseph C. Beery For For Management
1c Elect Director Gary S. Guthart For For Management
1d Elect Director Amal M. Johnson For For Management
1e Elect Director Don R. Kania For For Management
1f Elect Director Amy L. Ladd For For Management
1g Elect Director Keith R. Leonard, Jr. For For Management
1h Elect Director Alan J. Levy For For Management
1i Elect Director Jami Dover Nachtsheim For For Management
1j Elect Director Mark J. Rubash For For Management
2 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
4 Amend Omnibus Stock Plan For For Management
5 Eliminate Supermajority Vote For For Management
Requirement
6 Provide Right to Call Special Meeting For For Management
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MODERNA, INC.
Ticker: MRNA Security ID: 60770K107
Meeting Date: APR 29, 2020 Meeting Type: Annual
Record Date: MAR 02, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Stephen Berenson For For Management
1.2 Elect Director Sandra Horning For For Management
1.3 Elect Director Paul Sagan For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Advisory Vote to Ratify Named Executive For Against Management
Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
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MONGODB, INC.
Ticker: MDB Security ID: 60937P106
Meeting Date: JUL 10, 2019 Meeting Type: Annual
Record Date: MAY 17, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Charles M. Hazard, Jr. For For Management
1.2 Elect Director Tom Killalea For For Management
2 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
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NANOSTRING TECHNOLOGIES, INC.
Ticker: NSTG Security ID: 63009R109
Meeting Date: JUN 16, 2020 Meeting Type: Annual
Record Date: APR 20, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director R. Bradley Gray For For Management
1b Elect Director Robert M. Hershberg For For Management
1c Elect Director Kirk D. Malloy For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
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OKTA, INC.
Ticker: OKTA Security ID: 679295105
Meeting Date: JUN 16, 2020 Meeting Type: Annual
Record Date: APR 20, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Shellye Archambeau For For Management
1.2 Elect Director Robert L. Dixon, Jr. For For Management
1.3 Elect Director Patrick Grady For For Management
1.4 Elect Director Ben Horowitz For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
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OVERSTOCK.COM, INC.
Ticker: OSTK Security ID: 690370101
Meeting Date: FEB 13, 2020 Meeting Type: Special
Record Date: DEC 18, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1 Amend the Series A-1 Certificate of For For Management
Designation
2 Reduce Authorized Series B Preferred For For Management
Stock
3 Approve the Alternative Series A-1 For For Management
Preferred Proposal
4 Amend Voting Rights of Holders of the For Against Management
Series A-1 Preferred Stock
5 Amend Voting Rights of Holders of the For Against Management
Series B Preferred Stock
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OVERSTOCK.COM, INC.
Ticker: OSTK Security ID: 690370101
Meeting Date: MAY 12, 2020 Meeting Type: Annual
Record Date: MAR 20, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Allison H. Abraham For For Management
2 Ratify KPMG LLP as Auditors For For Management
3 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
4 Amend Omnibus Stock Plan For For Management
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ROKU, INC.
Ticker: ROKU Security ID: 77543R102
Meeting Date: JUN 10, 2020 Meeting Type: Annual
Record Date: APR 16, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Alan Henricks For For Management
2a Elect Director Neil Hunt For For Management
2b Elect Director Anthony Wood For For Management
3 Advisory Vote to Ratify Named Executive For Against Management
Officers' Compensation
4 Ratify Deloitte & Touche LLP as Auditor For For Management
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SHOPIFY INC.
Ticker: SHOP Security ID: 82509L107
Meeting Date: MAY 27, 2020 Meeting Type: Annual
Record Date: APR 14, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Tobias Luetke For For Management
1.2 Elect Director Robert Ashe For For Management
1.3 Elect Director Gail Goodman For For Management
1.4 Elect Director Colleen Johnston For For Management
1.5 Elect Director Jeremy Levine For For Management
1.6 Elect Director John Phillips For For Management
2 Approve PricewaterhouseCoopers LLP as For For Management
Auditors and Authorize Board to Fix
Their Remuneration
3 Advisory Vote on Executive Compensation For For Management
Approach
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SLACK TECHNOLOGIES, INC.
Ticker: WORK Security ID: 83088V102
Meeting Date: JUN 19, 2020 Meeting Type: Annual
Record Date: APR 21, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Stewart Butterfield For For Management
1.2 Elect Director John O'Farrell For For Management
2 Ratify KPMG LLP as Auditors For For Management
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SMARTSHEET INC.
Ticker: SMAR Security ID: 83200N103
Meeting Date: JUN 17, 2020 Meeting Type: Annual
Record Date: APR 20, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Geoffrey T. Barker For For Management
1.2 Elect Director Michael Gregoire For For Management
1.3 Elect Director Matthew McIlwain For For Management
1.4 Elect Director James N. White For For Management
2 Ratify Deloitte & Touche LLP as For For Management
Auditors
3 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
4 Advisory Vote on Say on Pay Frequency One Year One Year Management
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SPOTIFY TECHNOLOGY SA
Ticker: SPOT Security ID: L8681T102
Meeting Date: JAN 08, 2020 Meeting Type: Special
Record Date: NOV 25, 2019
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Barry McCarthy as B Director For For Management
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SPOTIFY TECHNOLOGY SA
Ticker: SPOT Security ID: L8681T102
Meeting Date: APR 22, 2020 Meeting Type: Annual
Record Date: FEB 28, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Consolidated Financial For For Management
Statements and Statutory Reports
2 Approve Allocation of Income and For For Management
Dividends
3 Approve Discharge of Directors For For Management
4a Elect Daniel Ek as A Director For For Management
4b Elect Martin Lorentzon as A Director For For Management
4c Elect Shishir Samir Mehrotra as A For For Management
Director
4d Elect Christopher Marshall as B For For Management
Director
4e Elect Barry McCarthy as B Director For For Management
4f Elect Heidi O'Neill as B Director For For Management
4g Elect Ted Sarandos as B Director For For Management
4h Elect Thomas Owen Staggs as B Director For For Management
4i Elect Cristina Mayville Stenbeck as B For For Management
Director
4j Elect Padmasree Warrior as B Director For For Management
5 Appoint Ernst & Young as Auditor For For Management
6 Approve Remuneration of Directors For Against Management
7 Authorize Guy Harles and Alexandre For For Management
Gobert to Execute and Deliver, and with
Full Power of Substitution, Any
Documents Necessary or Useful in
Connection with the Annual Filing and
Registration Required by the Luxembourg
Laws
--------------------------------------------------------------------------------
SQUARE, INC.
Ticker: SQ Security ID: 852234103
Meeting Date: JUN 16, 2020 Meeting Type: Annual
Record Date: APR 20, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Roelof Botha For For Management
1.2 Elect Director Amy Brooks For For Management
1.3 Elect Director James McKelvey For For Management
2 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
3 Ratify Ernst & Young LLP as Auditors For For Management
4 Report on Non-Management Employee Against Against Shareholder
Representation on the Board of
Directors
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THE TRADE DESK, INC.
Ticker: TTD Security ID: 88339J105
Meeting Date: MAY 26, 2020 Meeting Type: Annual
Record Date: MAR 31, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Jeff T. Green For For Management
1b Elect Director Eric B. Paley For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
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TWILIO INC.
Ticker: TWLO Security ID: 90138F102
Meeting Date: JUN 03, 2020 Meeting Type: Annual
Record Date: APR 06, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Richard Dalzell For For Management
1.2 Elect Director Jeffrey Immelt For For Management
1.3 Elect Director Erika Rottenberg For For Management
2 Ratify KPMG LLP as Auditors For For Management
3 Advisory Vote to Ratify Named Executive For Against Management
Officers' Compensation
--------------------------------------------------------------------------------
TWITTER, INC.
Ticker: TWTR Security ID: 90184L102
Meeting Date: MAY 27, 2020 Meeting Type: Annual
Record Date: APR 03, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Omid R. Kordestani For For Management
1b Elect Director Ngozi Okonjo-Iweala For For Management
1c Elect Director Bret Taylor For For Management
2 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
3 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
4 Report on Risks of Omitting Viewpoint Against Against Shareholder
and Ideology from EEO Policy
--------------------------------------------------------------------------------
UBER TECHNOLOGIES, INC.
Ticker: UBER Security ID: 90353T100
Meeting Date: MAY 11, 2020 Meeting Type: Annual
Record Date: MAR 16, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Ronald Sugar For For Management
1b Elect Director Ursula Burns For For Management
1c Elect Director Robert Eckert For For Management
1d Elect Director Amanda Ginsberg For For Management
1e Elect Director Dara Khosrowshahi For For Management
1f Elect Director Wan Ling Martello For For Management
1g Elect Director Yasir Al-Rumayyan For For Management
1h Elect Director John Thain For For Management
1i Elect Director David I. Trujillo For For Management
2 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
3 Advisory Vote on Say on Pay Frequency One Year One Year Management
4 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
--------------------------------------------------------------------------------
VEEVA SYSTEMS INC.
Ticker: VEEV Security ID: 922475108
Meeting Date: JUN 25, 2020 Meeting Type: Annual
Record Date: MAY 01, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Mark Carges For For Management
1.2 Elect Director Paul E. Chamberlain For For Management
1.3 Elect Director Paul Sekhri For For Management
2 Ratify KPMG LLP as Auditors For For Management
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WAYFAIR INC.
Ticker: W Security ID: 94419L101
Meeting Date: MAY 12, 2020 Meeting Type: Annual
Record Date: MAR 16, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1a Elect Director Niraj Shah For For Management
1b Elect Director Steven Conine For For Management
1c Elect Director Julie Bradley For For Management
1d Elect Director Andrea Jung For For Management
1e Elect Director Michael Kumin For For Management
1f Elect Director James Miller *Withdrawn None None Management
Resolution*
1g Elect Director Jeffrey Naylor For For Management
1h Elect Director Anke Schaferkordt For For Management
2 Ratify Ernst & Young LLP as Auditors For For Management
3 Advisory Vote to Ratify Named Executive For For Management
Officers' Compensation
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ZOOM VIDEO COMMUNICATIONS, INC.
Ticker: ZM Security ID: 98980L101
Meeting Date: JUN 18, 2020 Meeting Type: Annual
Record Date: APR 20, 2020
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Peter Gassner For Withhold Management
1.2 Elect Director Eric S. Yuan For For Management
1.3 Elect Director H.R. McMaster For For Management
2 Ratify KPMG LLP as Auditors For For Management
========== END NPX REPORT
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant): Morgan Stanley Insight Fund
| By (Signature and Title)* | /s/ John H. Gernon | |
| John H. Gernon | ||
| President and Principal Executive Officer – Office of the Funds |
Date August 28, 2020
* Print the name and title of each signing officer under his or her signature.