UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) June 17, 2008
Microsoft Corporation
(Exact Name of Registrant as Specified in Its Charter)
Washington
(State or Other Jurisdiction of Incorporation)
| 0-14278 | 91-1144442 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| One Microsoft Way, Redmond, Washington | 98052-6399 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(425) 882-8080
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
Director Retirement
Jon A. Shirley has informed the Company that he has decided to retire from the Microsoft Board of Directors after 25 years of service. Mr. Shirley will not stand for re-election at the 2008 annual meeting of shareholders; therefore, his retirement will be effective on that date. The Company issued a press release announcing Mr. Shirley’s plans on June 17, 2008.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press Release of Microsoft Corporation dated June 17, 2008 |
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SIGNATURES
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.
| MICROSOFT CORPORATION | ||||
| (Registrant) | ||||
| Date: June 17, 2008 | /s/ John A. Seethoff | |||
| John A. Seethoff Assistant Secretary | ||||
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INDEX TO EXHIBITS
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Press release dated June 17, 2008 |
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Exhibit 99.1
Shirley to Retire from Microsoft Board
Jon Shirley has decided not to seek re-election to Microsoft’s Board of Directors
REDMOND, Wash. — June 17, 2008 — Microsoft Corp. today announced that after 25 years of service, Jon A. Shirley has chosen not to seek re-election to Microsoft’s board of directors at the company’s Annual Shareholder Meeting, to be held in November 2008.
Shirley’s contributions to Microsoft Corp. have been numerous including his time as President and Chief Operating Officer from 1983 to 1990, as well as his extensive tenure on the Microsoft board, having joined in August of 1983.
“Having turned 70-years-old this year, I’m at a point in my life where I want to reduce my professional commitments and allow more time pursuing some of my personal interests,” said Jon Shirley. “I could only make this decision knowing that Microsoft is well-positioned for success in the years ahead. I have the utmost confidence in the leadership of Microsoft and believe we have established the strongest board in the history of the company.”
“It has been my privilege to work with Jon in multiple roles at Microsoft over the last 25 years,” said Steve Ballmer, Microsoft Chief Executive Officer. “We are grateful for his incredible leadership and dedication and fully understand his desire to retire considering his extensive service to the company.”
Microsoft’s board of directors consists of William H. Gates, Microsoft chairman; Steven A. Ballmer, Microsoft chief executive officer; James I. Cash Jr., Ph.D., former James E. Robison professor of business administration at the Harvard Business School; Dina Dublon, former chief financial officer of JPMorgan Chase; Raymond V. Gilmartin, professor of management practice at Harvard Business School and former chairman, president and chief executive officer of Merck & Co. Inc.; Reed Hastings, founder
and chief executive officer of Netflix, Inc.; David F. Marquardt, general partner at August Capital; Charles H. Noski, former vice chairman of AT&T Corp.; and Dr. Helmut Panke, former chairman of the board of management at BMW AG. Shirley will remain on the Microsoft board through November 2008.
Founded in 1975, Microsoft (Nasdaq “MSFT”) is the worldwide leader in software, services and solutions that help people and businesses realize their full potential.
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For more information, financial analysts and investors only:
Colleen Healy, general manager, Investor Relations, Microsoft, (425) 706-3703
For more information, press only:
Rapid Response Team, Waggener Edstrom Worldwide, (503) 443-7070, rrt@waggeneredstrom.com