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) December 13, 2022

 

Microsoft Corporation

 

 

Washington		001-37845		91-1144442
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

One Microsoft Way, Redmond, Washington		98052-6399

(425) 882-8080

www.microsoft.com/investor

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol		Name of exchange on which registered
COMMON STOCK, $0.00000625 par value per share		MSFT		NASDAQ
3.125% Notes due 2028		MSFT		NASDAQ
2.625% Notes due 2033		MSFT		NASDAQ

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). Emerging growth company ☐

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 13, 2022, Microsoft Corporation (the “Company”) held its 2022 Annual Shareholders Meeting (the “Annual Meeting”). There were 7,456,502,484 shares of common stock entitled to be voted at the Annual Meeting, of which 6,407,164,715 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) Voted to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2023.

(4) Did not approve a shareholder proposal concerning a cost/benefit analysis of diversity and inclusion.

(5) Did not approve a shareholder proposal concerning a report on hiring of persons with arrest or incarceration records.

(6) Did not approve a shareholder proposal concerning a report on investment of retirement funds in companies contributing to climate change

(7) Did not approve a shareholder proposal concerning a report on government use of Microsoft technology.

(8) Did not approve a shareholder proposal concerning a report on development of products for the military.

(9) Did not approve a shareholder proposal concerning a report on tax transparency.

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				99.36	%			5,160,882,524				33,174,425				7,489,821				1,205,617,945
Hugh F. Johnston			Re-elected				97.22	%			5,049,948,273				144,383,497				7,215,000				1,205,617,945
Teri L. List			Re-elected				98.11	%			5,096,798,624				97,765,350				6,982,796				1,205,617,945
Satya Nadella			Re-elected				94.81	%			4,910,653,831				268,298,408				22,594,531				1,205,617,945
Sandra E. Peterson			Re-elected				97.93	%			5,087,619,318				107,175,209				6,752,243				1,205,617,945
Penny S. Pritzker			Re-elected				99.62	%			5,175,115,956				19,592,685				6,838,129				1,205,617,945
Carlos A. Rodriguez			Re-elected				99.53	%			5,170,479,184				23,953,746				7,113,840				1,205,617,945
Charles W. Scharf			Re-elected				98.62	%			5,122,800,449				71,604,817				7,141,504				1,205,617,945
John W. Stanton			Re-elected				99.50	%			5,168,492,930				25,964,121				7,089,719				1,205,617,945
John W. Thompson			Re-elected				98.77	%			5,099,883,372				63,367,837				38,295,561				1,205,617,945
Emma N. Walmsley			Re-elected				98.65	%			5,125,070,256				69,672,875				6,803,639				1,205,617,945
Padmasree Warrior			Re-elected				98.64	%			5,124,164,692				70,387,897				6,994,181				1,205,617,945

Advisory Vote to Approve Named Executive Officer Compensation

 

Vote result		% Votes For				For				Against				Abstain				Broker Non-Votes
Approved			88.84	%			4,592,889,815				576,592,671				32,064,284				1,205,617,945

Ratification of Appointment of Independent Auditor for Fisal Year 2023

 

Vote result

% Votes For

For

Against

Abstain

Broker Non-Votes

Approved

95.37

%

6,090,828,328

295,468,078

20,868,309

N/A

Shareholder Proposal: Cost/Benefit Analysis of Diversity and Inclusion

 

Vote result		% Votes For				For				Against				Abstain				Broker Non-Votes
Not approved			1.26	%			65,452,580				5,096,572,869				39,521,321				1,205,617,945

Shareholder Proposal: Report on Hiring of Persons with Arrest or Incarceration Records

 

Vote result		% Votes For				For				Against				Abstain				Broker Non-Votes
Not approved			10.93	%			561,881,321				4,575,515,870				64,149,579				1,205,617,945

Shareholder Proposal: Report on Investment of Retirement Funds in Companies Contributing to Climate Change

 

Vote result		% Votes For				For				Against				Abstain				Broker Non-Votes
Not approved			11.21	%			558,833,392				4,423,581,196				219,132,182				1,205,617,945

Shareholder Proposal: Report on Government Use of Microsoft Technology

 

Vote result		% Votes For				For				Against				Abstain				Broker Non-Votes
Not approved			20.43	%			1,052,632,888				4,099,222,359				49,691,523				1,205,617,945

Shareholder Proposal: Report on Development of Products for Military

 

Vote result		% Votes For				For				Against				Abstain				Broker Non-Votes
Not approved			10.52	%			538,430,806				4,575,935,372				87,180,592				1,205,617,945

Shareholder Proposal: Report on Tax Transparency

 

Vote result		% Votes For				For				Against				Abstain				Broker Non-Votes
Not approved			22.97	%			1,188,222,206				3,982,547,802				30,776,762				1,205,617,945

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 16, 2022		/s/ Keith R. Dolliver
		Keith R. Dolliver
		Assistant Secretary