Definitive Additional Materials
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. __ )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
Microsoft Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
was determined): |
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Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
Persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
MICROSOFT CORPORATION
SHAREHOLDERS OF RECORD AS OF SEPTEMBER 29, 2017
ANNUAL SHAREHOLDERS MEETING TO BE HELD ON NOVEMBER 29, 2017
Your vote is important. Thank you for voting.
Read the Proxy Statement and have the voting instruction form below at hand. Please note that
the telephone and Internet voting turns off at 11:59 pm ET the night before the meeting or cutoff date.
To vote by Internet
Before The Meeting
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Go to website www.proxyvote.com or scan the QR Barcode above. |
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Follow the instructions provided on the website. |
During The Meeting
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Go to website microsoft.onlineshareholdermeeting.com. |
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Follow the instructions provided on the website. |
To vote by Telephone
To vote by Mail
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Complete and return your voting instruction form in the envelope provided. |
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| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
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E32567-TBD |
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Important Notice Regarding the Availability of Proxy Materials for the Annual Shareholders Meeting. The following materials are available at
www.proxyvote.com: Notice and Proxy Statement and Annual Report |
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The Board of Directors recommends you vote
FOR the following
proposals: |
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Election of Directors: (The Board recommends a vote FOR each nominee) |
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Abstain |
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01. William H. Gates III |
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02. Reid G. Hoffman |
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03. Hugh F. Johnston |
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04. Teri L. List-Stoll |
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05. Satya Nadella |
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06. Charles H. Noski |
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07. Helmut Panke |
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08. Sandra E. Peterson |
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09. Penny S. Pritzker |
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10. Charles W. Scharf |
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11. Arne M. Sorenson |
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12. John W. Stanton |
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| PLEASE “X” HERE ONLY IF YOU PLAN TO ATTEND THE MEETING AND VOTE THESE SHARES IN PERSON |
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13. John W. Thompson |
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14. Padmasree Warrior |
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Advisory vote to approve named executive officer compensation
(The Board recommends a vote FOR this proposal) |
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| The Board of Directors recommends you vote 1 year on the following proposal: |
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1 Year |
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2 Years |
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3 Years |
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Abstain |
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Advisory vote to approve the frequency of future advisory votes to approve executive compensation
(The Board recommends a vote for 1 YEAR on this proposal) |
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| The Board of Directors recommends you vote FOR the following proposals: |
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Abstain |
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Ratification of Deloitte & Touche LLP as our independent auditor for fiscal year 2018
(The Board recommends a vote FOR this proposal) |
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Approval of material terms of the performance goals under the Executive Incentive Plan
(The Board recommends a vote FOR this proposal) |
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Approval of the Microsoft Corporation 2017 Stock Plan
(The Board recommends a vote FOR this proposal) |
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| NOTE: Such other business as may properly come before the meeting or any adjournment thereof. |
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Signature [PLEASE SIGN WITHIN BOX] |
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Annual Shareholders Meeting to Be Held on November 29, 2017.
C/O
PROXY SERVICES
P.O. BOX 9163
FARMINGDALE, NY 11735
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| Meeting Information
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| Meeting Type: Annual Meeting |
| For holders as of: September 29, 2017 |
| Date: November 29, 2017 Time: 8:00 a.m. PT |
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Meydenbauer Center |
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11100 NE 6th Street |
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Bellevue, Washington |
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Meeting live via the Internet-please visit |
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microsoft.onlineshareholdermeeting.com. |
You are receiving this
communication because you hold shares in the company named above.
This is not a ballot. You cannot use this notice to vote these
shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com, scan the QR Barcode on the reverse side,
or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy
materials before voting.
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See the reverse side
of this notice to obtain proxy materials and voting instructions. |
Before You Vote
How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE: |
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NOTICE AND PROXY
STATEMENT ANNUAL REPORT |
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How to View Online: |
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Have the information that is printed in the box marked by the arrow
(located on the following page) and visit: www.proxyvote.com, or scan the QR Barcode below. |
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How to
Request and Receive a PAPER or E-MAIL Copy: |
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If you want to receive a paper or e-mail copy of these documents, you must
request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: |
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1) BY
INTERNET: www.proxyvote.com |
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2) BY
TELEPHONE: 1-800-579-1639 |
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3) BY
E-MAIL*: sendmaterial@proxyvote.com |
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* If requesting materials by e-mail, please send a blank e-mail with the
information that is printed in the box marked by the arrow
(located on the following page) in the subject line. |
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Requests, instructions and other inquiries sent to this e-mail address will
NOT be forwarded to your investment advisor. |
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Please make the request as instructed above
on or before November 15, 2017 to facilitate timely delivery. |
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How To Vote
Please Choose One of the Following Voting Methods |
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Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession
of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
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Vote By Internet: Go to
www.proxyvote.com or from a smart phone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow
(located on the following page) available and follow the instructions. |
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During The Meeting: |
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Go to
microsoft.onlineshareholdermeeting.com. Have the information that is printed in the box marked by the arrow
(located on the following page) available and follow the instructions. |
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Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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| The Board of Directors recommends a vote “FOR” EACH OF THE FOLLOWING NOMINEES, “FOR” PROPOSAL 2, “1
YEAR” ON PROPOSAL 3, “FOR” PROPOSAL 4, “FOR” PROPOSAL 5, and “FOR” PROPOSAL 6. |
| 1. |
Election of Directors: (The Board recommends a
vote FOR each nominee) |
|
|
|
|
|
|
|
|
|
|
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01. |
|
William H. Gates III |
| |
02. |
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Reid G. Hoffman |
| |
03. |
|
Hugh F. Johnston |
| |
04. |
|
Teri L. List-Stoll |
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05. |
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Satya Nadella |
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06. |
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Charles H. Noski |
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07. |
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Helmut Panke |
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08. |
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Sandra E. Peterson |
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09. |
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Penny S. Pritzker |
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10. |
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Charles W. Scharf |
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11. |
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Arne M. Sorenson |
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12. |
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John W. Stanton |
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13. |
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John W. Thompson
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| 2. |
Advisory vote to approve named executive officer |
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(The Board recommends a vote FOR this proposal) |
| 3. |
Advisory vote on the frequency of future advisory votes |
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to approve executive compensation |
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(The Board recommends a vote for 1 YEAR on this proposal) |
| 4. |
Ratification of Deloitte & Touche LLP as our independent |
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auditor for fiscal year 2018 |
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(The Board recommends a vote FOR this proposal) |
| 5. |
Approval of material terms of the performance goals |
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under the Executive Incentive Plan |
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(The Board recommends a vote FOR this proposal) |
| 6. |
Approval of the Microsoft Corporation 2017 Stock Plan |
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(The Board recommends a vote FOR this proposal) |
