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) March 14, 2017
Microsoft Corporation
(Exact Name of Registrant as Specified in Its Charter)
Washington
(State or Other Jurisdiction of Incorporation)
| 001-37845 | 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.
(d) On March 14, 2017, Microsoft Corporation (“Microsoft”) issued a press release to announce that the Microsoft Board of Directors appointed Reid Hoffman to the Microsoft Board of Directors, effective immediately. Mr. Hoffman, age 49, is a partner at Greylock Partners and a co-founder of LinkedIn. Mr. Hoffman will serve on the Regulatory and Public Policy Committee of the Board.
Mr. Hoffman will receive the same compensation as other non-employee Microsoft directors as described in the Microsoft 2016 Proxy Statement under “Director compensation.”
There is no arrangement or understanding between Mr. Hoffman and any other persons pursuant to which he was selected as a director. Mr. Hoffman has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Hoffman 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 March 14, 2017. | |
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: March 14, 2017 | /s/ JOHN A. SEETHOFF | |||||
| John A. Seethoff Secretary | ||||||
INDEX TO EXHIBITS
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Press release dated March 14, 2017 | |
Exhibit 99.1
Microsoft announces addition to board and quarterly dividend
Dividend of $0.39 per share payable in June.
REDMOND, Wash. — March 14, 2017 — Microsoft Corp. on Tuesday announced the appointment of Reid Hoffman, co-founder of LinkedIn, to its board of directors effective immediately.
Microsoft also announced its board of directors declared a quarterly dividend of $0.39 per share. The dividend is payable June 8, 2017, to shareholders of record on May 18, 2017. The ex-dividend date will be May 16, 2017.
Hoffman, 49, has been with Greylock Partners, where he is currently a partner, for the past seven years. He co-founded LinkedIn in 2002, and before that he served as an executive vice president at PayPal. He currently serves on the boards of Edmodo, Convoy and Blockstream. In addition, he serves on several not-for-profit boards, including Wrapp and Kiva.org, and the chair of the West Coast advisory board for QuestBridge.
“We continually evaluate opportunities to bring fresh thinking and new perspectives to our board, and Reid’s appointment reflects that,” said John W. Thompson, Microsoft chairman. “His expertise will be a valuable addition.”
“I’ve long admired Reid’s ability to identify disruptive technologies and the passion we share for how digital platforms can create new opportunity for people around the world,” said Satya Nadella, CEO, Microsoft. “As a board member, Reid’s leadership and strategic perspective will help chart the future of our company as we aim to empower every person and every organization on the planet to achieve more.”
Adding Hoffman to the board increases Microsoft’s board to 12 members.
Hoffman will be appointed to the Regulatory and Public Policy Committee.
In addition to Hoffman, Microsoft’s board of directors consists of John W. Thompson, Microsoft independent chairman; William H. Gates, Microsoft founder and technology advisor; G. Mason Morfit, president, ValueAct Capital; Satya Nadella, chief executive officer, Microsoft; Charles H. Noski, former vice chairman of Bank of America Corp.; Sandra E. Peterson, executive vice president, Group Worldwide Chairman for Johnson & Johnson; Dr. Helmut Panke, former chairman of the board of management at BMW AG; Charles W. Scharf, former chief executive officer of Visa Inc.; John W. Stanton, chairman, Trilogy Equity Partners and Trilogy International Partners; Teri List-Stoll, executive vice president and chief financial officer of Gap Inc.; and Padmasree Warrior, chief development officer of NextEV, and chief executive officer of U.S. for NextEV
Microsoft (Nasdaq “MSFT” @microsoft) is the leading platform and productivity company for the mobile-first, cloud-first world, and its mission is to empower every person and every organization on the planet to achieve more.
For more information, financial analysts and investors only:
Investor Relations, Microsoft, (425) 706-4400
For more information, press only:
Microsoft Media Relations, WE Communications, (425) 638-7777, rrt@we-worldwide.com
Note to editors: For more information, news and perspectives from Microsoft, please visit the Microsoft News Center at http://news.microsoft.com. Web links titles were correct at time of publication, but may since have changed. Shareholder and financial information is available at http://www.microsoft.com/investor.