UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
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www.microsoft.com/investor
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has Re-elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders
On December 7, 2022, Microsoft Corporation (the “Company”) held its 2023 Annual Shareholders Meeting (the “Annual Meeting”). There were 7,429,030,596 shares of common stock entitled to be voted at the Annual Meeting, of which 6,340,975,646 were voted in person or by proxy. The results for each item submitted for a vote of shareholders are as follows. The shareholders:
(1) Voted to elect each of the twelve (12) nominees for director.
(2) Approved, on an advisory basis, the compensation of the Company’s named executive officers.
(3) Approved, on an advisory basis, a frequency of every year for the Company’s advisory vote to approve the compensation of the Company’s named executive officers. Consistent with the recommendation of the Directors and the majority of votes cast, the Company has determined that future advisory votes to approve the compensation of the Company’s named executive officers will take place every year until the next advisory vote on the frequency of such votes, which will occur no later than the Company’s Annual Shareholders Meeting in 2029.
(4) Voted to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2024.
(5) Did not approve a shareholder proposal concerning a report on gender-based compensation and benefits gaps.
(6) Did not approve a shareholder proposal concerning a report on risk from omitting ideology in EEO Policy.
(7) Did not approve a shareholder proposal concerning a report on government takedown requests.
(8) Did not approve a shareholder proposal concerning a report on risks of weapons development.
(9) Did not approve a shareholder proposal concerning a report on climate risks to retirement plan beneficiaries.
(10) Did not approve a shareholder proposal concerning a report on tax transparency.
(11) Did not approve a shareholder proposal concerning a report on data operations in human rights hotspots.
(12) Did not approve a shareholder proposal concerning a mandate for third-party political reporting.
(13) Did not approve a shareholder proposal concerning a report on artificial intelligence misinformation and disinformation.
The Company’s inspector of election certified the following vote tabulations:
Election of Directors
Director |
Vote Results | % Votes For |
For | Against | Abstain | Broker Non-Votes |
||||||||||||||||
Reid G. Hoffman |
Re-elected | 99.30 | 5,099,793,186 | 35,610,548 | 14,472,280 | 1,191,099,632 | ||||||||||||||||
Hugh F. Johnston |
Re-elected | 91.29 | 4,693,142,780 | 447,707,365 | 9,025,869 | 1,191,099,632 | ||||||||||||||||
Teri L. List |
Re-elected | 97.99 | 5,037,999,367 | 103,082,084 | 8,794,563 | 1,191,099,632 | ||||||||||||||||
Catherine MacGregor |
Elected | 99.77 | 5,129,394,127 | 11,706,923 | 8,774,964 | 1,191,099,632 | ||||||||||||||||
Mark A. L. Mason |
Elected | 99.78 | 5,129,864,831 | 10,925,164 | 9,086,019 | 1,191,099,632 | ||||||||||||||||
Satya Nadella |
Re-elected | 94.36 | 4,838,647,785 | 289,118,177 | 22,110,052 | 1,191,099,632 | ||||||||||||||||
Sandra E. Peterson |
Re-elected | 98.13 | 5,045,355,824 | 95,982,672 | 8,537,518 | 1,191,099,632 | ||||||||||||||||
Penny S. Pritzker |
Re-elected | 99.61 | 5,121,255,514 | 19,710,256 | 8,910,244 | 1,191,099,632 | ||||||||||||||||
Carlos A. Rodriguez |
Re-elected | 97.32 | 5,003,573,390 | 137,421,562 | 8,881,062 | 1,191,099,632 | ||||||||||||||||
Charles W. Scharf |
Re-elected | 98.48 | 5,062,612,671 | 78,115,873 | 9,147,470 | 1,191,099,632 | ||||||||||||||||
John W. Stanton |
Re-elected | 99.49 | 5,115,129,701 | 25,719,893 | 9,026,420 | 1,191,099,632 | ||||||||||||||||
Emma N. Walmsley |
Re-elected | 99.02 | 5,091,160,704 | 49,967,509 | 8,747,801 | 1,191,099,632 | ||||||||||||||||
Advisory Vote to Approve Named Executive Officer Compensation
Vote result |
% Votes For | For | Against | Abstain | Broker Non-Votes |
|||||||||||||||
Approved |
93.77 | 4,806,802,798 | 318,924,533 | 24,148,683 | 1,191,099,632 | |||||||||||||||
Advisory vote on the frequency of future advisory votes on executive compensation
Vote result |
One year | Two years | Three years | Abstain | Broker Non-Votes |
|||||||||||||||
One year |
5,069,287,701 | 6,534,144 | 64,434,058 | 9,620,111 | 1,191,099,632 | |||||||||||||||
| 98.61 | % | 0.12 | % | 1.25 | % | |||||||||||||||
Ratification of Appointment of Independent Auditor for Fisal Year 2023
Vote result |
% Votes For | For | Against | Abstain | Broker Non-Votes |
|||||||||||||||
Approved |
95.27 | 6,030,931,368 | 298,788,648 | 11,255,630 | 0 | |||||||||||||||
Shareholder Proposal: Report on Gender-Based Compensation and Benefit Gaps
Vote result |
% Votes For | For | Against | Abstain | Broker Non-Votes |
|||||||||||||||
Not approved |
1.01 | 51,642,120 | 5,052,638,933 | 45,594,961 | 1,191,099,632 | |||||||||||||||
Shareholder Proposal: Report on Risk from Omitting Ideology in EEO Policy
Vote result |
% Votes For | For | Against | Abstain | Broker Non-Votes |
|||||||||||||||
Not approved |
0.81 | 41,683,792 | 5,060,353,508 | 47,838,714 | 1,191,099,632 | |||||||||||||||
Shareholder Proposal: Report on Government Takedown Requests
Vote result |
% Votes For | For | Against | Abstain | Broker Non-Votes |
|||||||||||||||
Not approved |
1.78 | 90,459,645 | 4,990,487,197 | 68,929,172 | 1,191,099,632 | |||||||||||||||
Shareholder Proposal: Report on Risks of Weapons Development
Vote result |
% Votes For | For | Against | Abstain | Broker Non-Votes |
|||||||||||||||
Not approved |
15.19 | 772,125,694 | 4,309,033,970 | 68,716,350 | 1,191,099,632 | |||||||||||||||
Shareholder Proposal: Report on Climate Risks to Retirement Plan Beneficiaries
Vote result |
% Votes For | For | Against | Abstain | Broker Non-Votes |
|||||||||||||||
Not approved |
8.89 | 451,480,750 | 4,624,893,737 | 73,501,527 | 1,191,099,632 | |||||||||||||||
Shareholder Proposal: Report on Tax Transparency
Vote result |
% Votes For | For | Against | Abstain | Broker Non-Votes |
|||||||||||||||
Not approved |
21.25 | 1,087,190,237 | 4,026,777,970 | 35,907,807 | 1,191,099,632 | |||||||||||||||
Shareholder Proposal: Report on Data Operations in Human Rights Hotspots
Vote result |
% Votes For | For | Against | Abstain | Broker Non-Votes |
|||||||||||||||
Not approved |
33.57 | 1,696,197,226 | 3,355,297,882 | 98,380,906 | 1,191,099,632 | |||||||||||||||
Shareholder Proposal: Mandate for Third-Party Political Reporting
Vote result |
% Votes For | For | Against | Abstain | Broker Non-Votes |
|||||||||||||||
Not approved |
5.37 | 273,315,956 | 4,815,602,915 | 60,957,143 | 1,191,099,632 | |||||||||||||||
Shareholder Proposal: Report on AI Misinformation and Disinformation
Vote result |
% Votes For | For | Against | Abstain | Broker Non-Votes |
|||||||||||||||
Not approved |
21.16 | 1,075,050,578 | 4,003,579,250 | 71,246,186 | 1,191,099,632 | |||||||||||||||
SIGNATURE
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: December 8, 2023 | /s/ Keith R. Dolliver | |||||
| Keith R. Dolliver | ||||||
| Corporate Secretary | ||||||