8-K
MICROSOFT CORP (MSFT)
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 2, 2020
Microsoft Corporation
(Exact name of registrant as specified in its charter)
| Washington | 001-37845 | 91-1144442 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| One Microsoft Way, Redmond, Washington | 98052-6399 | |
| --- | --- |
(address)
(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 |
| 2.125% Notes due 2021 | 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 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 2, 2020, Microsoft Corporation (the “Company”) held its 2020 Annual Shareholders Meeting (the “Annual Meeting”). There were 7,562,826,058 shares of common stock entitled to be voted at the Annual Meeting, of which 6,566,836,176 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 2021.
(4) Rejected a shareholder proposal concerning a report on employee representation on the Board of Directors.
The Company’s inspector of election certified the following vote tabulations:
Election of Directors
| Director | Vote Results | %<br> <br>Votes<br> <br>For | For | Against | Abstain | Broker<br> <br>Non-Votes | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reid G. Hoffman | Re-elected | 99.52 | % | 5,215,758,348 | 25,314,092 | 8,400,114 | 1,317,363,622 | ||||||
| Hugh F. Johnston | Re-elected | 99.62 | % | 5,221,269,096 | 19,816,684 | 8,386,774 | 1,317,363,622 | ||||||
| Teri L. List-Stoll | Re-elected | 99.35 | % | 5,205,028,542 | 34,076,281 | 10,367,731 | 1,317,363,622 | ||||||
| Satya Nadella | Re-elected | 99.89 | % | 5,237,186,585 | 5,546,598 | 6,739,371 | 1,317,363,622 | ||||||
| Sandra E. Peterson | Re-elected | 98.89 | % | 5,183,197,017 | 58,262,215 | 8,013,322 | 1,317,363,622 | ||||||
| Penny S. Pritzker | Re-elected | 99.80 | % | 5,228,709,230 | 10,536,931 | 10,226,393 | 1,317,363,622 | ||||||
| Charles W. Scharf | Re-elected | 99.11 | % | 5,194,031,476 | 46,902,053 | 8,539,025 | 1,317,363,622 | ||||||
| Arne M. Sorenson | Re-elected | 99.88 | % | 5,234,800,897 | 6,336,694 | 8,334,963 | 1,317,363,622 | ||||||
| John W. Stanton | Re-elected | 99.85 | % | 5,233,415,375 | 7,605,399 | 8,451,780 | 1,317,363,622 | ||||||
| John W. Thompson | Re-elected | 99.10 | % | 5,194,357,510 | 46,935,033 | 8,180,011 | 1,317,363,622 | ||||||
| Emma N. Walmsley | Re-elected | 99.73 | % | 5,227,399,222 | 13,970,088 | 8,103,244 | 1,317,363,622 | ||||||
| Padmasree Warrior | Re-elected | 99.74 | % | 5,227,546,888 | 13,598,261 | 8,327,405 | 1,317,363,622 |
Advisory Vote to Approve Named Executive Officer Compensation
| Vote result | % Votes For | For | Against | Abstain | Broker<br> <br>Non-Votes | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Approved | 94.72 | % | 4,956,043,006 | 276,520,958 | 16,908,590 | 1,317,363,622 | |||||
| Ratification of Appointment of Independent Auditor | |||||||||||
| Vote result | % Votes For | For | Against | Abstain | Broker<br> <br>Non-Votes | ||||||
| Approved | 96.05 | % | 6,296,749,497 | 258,680,123 | 11,406,556 | N/A | |||||
| Shareholder Proposal Concerning Report on Employee Representation on Board of Directors | |||||||||||
| Vote result | % Votes For | For | Against | Abstain | Broker<br> <br>Non-Votes | ||||||
| Rejected | 5.15 | % | 268,964,933 | 4,957,295,213 | 23,212,408 | 1,317,363,622 |
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 4, 2020 | /S/ KEITH R. DOLLIVER |
| Keith R. Dolliver | |
| Assistant Secretary |