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) February 17, 2012
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 (Address of Principal Executive Offices) |
98052-6399 (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.
(d) On February 17, 2012, the Microsoft Corporation Board of Directors appointed John E. Thompson, age 62, to the Microsoft Board of Directors. Mr. Thompson is Chief Executive Officer and a director of Virtual Instruments Corporation, a private company. He is also a director of United Parcel Service, Inc. The press release announcing his appointment is attached as Exhibit 99.1.
Mr. Thompson will receive the same compensation as other non-employee Microsoft directors, consisting of:
| • | A total annual retainer of $250,000 per year with approximately $150,000 of the retainer provided in the form of a stock award. A prorated portion of the retainer is paid quarterly in arrears. |
| • | Reimbursement of reasonable expenses incurred in connection with board-related activities |
Mr. Thompson and Microsoft have entered into the standard Microsoft director indemnification agreement, whereby Microsoft agrees to indemnify, defend and hold its directors harmless from and against losses and expenses incurred as a result of their board service, subject to the terms and conditions provided in the agreement.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| 99.1 | Press Release of Microsoft Corporation dated February 20, 2012 |
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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: February 21, 2012 | /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 February 20, 2012 | |
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Exhibit 99.1
For Immediate Release
February 20, 2012
Microsoft Adds New Board Member
John W. Thompson, CEO of Virtual Instruments and former CEO of Symantec, to join board
REDMOND, Wash. — Feb. 20, 2012 — Microsoft Corp. today announced that John W. Thompson, chief executive officer of privately-held Virtual Instruments and former chairman and CEO of Symantec Corp., was appointed to the company’s board of directors, returning the board’s size to 10 members.
“John has extraordinary technology and business expertise, and we are delighted that he is joining Microsoft’s board of directors,” said Bill Gates, Microsoft chairman.
Thompson currently serves as CEO of Virtual Instruments, a privately-held company located in San Jose, Calif., whose products are designed to ensure the performance and availability of applications deployed in virtualized and private cloud computing environments. Since 2009, Thompson has been an active investor in early-stage technology companies in Silicon Valley.
Thompson served as chairman and CEO of Symantec Corp., helping transform Symantec into a leader in security, storage, and systems management solutions. During his 10-year tenure as CEO, from 1999 to 2009, Symantec’s revenues grew from $632 million to $6.2 billion, and its worldwide workforce grew to more than 17,500 employees. Thompson stepped down as CEO of Symantec in 2009, and stepped down from Symantec’s board of directors in 2011.
Previously, Thompson held a number of leadership positions at IBM, including sales, marketing, software development, and general manager of IBM Americas. He was a member of IBM’s Worldwide Management Council.
“John brings a wealth of experience, from enterprise customers to individual consumers, as well as the insights that come from running a successful large global software company and a fast-emerging startup. He will be a great addition to our board,” said Steve Ballmer, Microsoft chief executive officer.
“I am honored to join the Microsoft board and work with this exceptional team,” Thompson said. “Microsoft has been a leader across the entire information technology landscape for decades, and I look forward to sharing my experiences and contributing to the future direction and growth of this global leader.”
Thompson currently serves on the board of United Parcel Service, and he has served on a number of government boards and commissions, including the Financial Crisis Inquiry Commission, the National Infrastructure Advisory Committee, and the Silicon Valley Blue Ribbon Task Force on Aviation Security and Technology. He formerly served on the national board of Teach for America, an organization dedicated to eliminating educational inequities for all children.
He received a bachelor of business administration from Florida A&M, and a master’s degree in management from the Sloan Fellows program of the MIT Sloan School of Management.
In addition to Thompson, Microsoft’s board of directors consists of Bill Gates, Microsoft chairman; Steve Ballmer, Microsoft CEO; Dina Dublon, former chief financial officer of JPMorgan Chase; Raymond V. Gilmartin, former chairman, president and CEO of Merck & Co. Inc.; Reed Hastings, founder, chairman and CEO of Netflix Inc.; Dr. Maria M. Klawe, president, Harvey Mudd College; David F. Marquardt, general partner at August Capital; Charles H. Noski, vice chairman of Bank of America Corp.; and Dr. Helmut G. W. Panke, former chairman of the board of management at BMW AG.
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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