Microsoft Corp 8-K, filed Dec 8, 2025
Microsoft Corp (MSFT)
About this 8-K
Microsoft Corp filed this 8-K on December 8, 2025, reporting on events of December 5, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(
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 | ||
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 5, 2025, Microsoft Corporation (the “Company” or “Microsoft”) held its 2025 Annual Shareholders Meeting (the “Annual Meeting”).
At the Annual Meeting, the Company’s shareholders approved the Company’s 2026 Stock Plan (the “2026 Stock Plan”). The 2026 Stock Plan replaces the Microsoft Corporation 2017 Stock Plan in its entirety. The material terms of the 2026 Stock Plan are described in “Proposal 4: Approval of the Microsoft Corporation 2026 Stock Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 21, 2025, which is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders
There were 7,433,087,554 shares of common stock entitled to be voted at the Annual Meeting, of which 6,321,402,487 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 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 2026. |
| (4) | Voted to approve the Microsoft Corporation 2026 Stock Plan. |
| (5) | Did not approve a shareholder proposal concerning a European Security Program Censorship risk audit. |
| (6) | Did not approve a shareholder proposal concerning a report on risks of censorship in generative artificial intelligence (“AI”). |
| (7) | Did not approve a shareholder proposal concerning a report on AI data usage oversight. |
| (8) | Did not approve a shareholder proposal concerning a report on data operations in human rights hotspots. |
| (9) | Did not approve a shareholder proposal concerning a report on human rights due diligence. |
| (10) | Did not approve a shareholder proposal concerning a report on AI and machine learning tools for oil and gas development and production. |
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 | 99.07 | 5,120,225,979 | 48,294,508 | 14,934,170 | 1,137,975,835 | ||||||||||||||||||
Hugh F. Johnston |
Re-elected | 91.53 | 4,733,430,707 | 437,820,499 | 12,203,451 | 1,137,975,835 | ||||||||||||||||||
Teri L. List |
Re-elected | 96.61 | 4,999,681,887 | 175,326,264 | 8,446,506 | 1,137,975,835 | ||||||||||||||||||
Catherine MacGregor |
Re-elected | 99.49 | 5,148,368,340 | 26,590,734 | 8,495,583 | 1,137,975,835 | ||||||||||||||||||
Mark A. L. Mason |
Re-elected | 98.99 | 5,122,450,020 | 52,291,857 | 8,712,780 | 1,137,975,835 | ||||||||||||||||||
Satya Nadella |
Re-elected | 93.46 | 4,815,433,908 | 337,016,790 | 31,003,959 | 1,137,975,835 | ||||||||||||||||||
Sandra E. Peterson |
Re-elected | 96.78 | 5,004,804,899 | 166,778,650 | 11,871,108 | 1,137,975,835 | ||||||||||||||||||
Penny S. Pritzker |
Re-elected | 99.47 | 5,147,754,253 | 27,334,798 | 8,365,606 | 1,137,975,835 | ||||||||||||||||||
John David Rainey |
Elected | 99.72 | 5,159,803,411 | 14,709,088 | 8,942,158 | 1,137,975,835 | ||||||||||||||||||
Charles W. Scharf |
Re-elected | 95.61 | 4,947,789,084 | 227,012,006 | 8,653,567 | 1,137,975,835 | ||||||||||||||||||
John W. Stanton |
Re-elected | 97.71 | 5,056,509,391 | 118,267,836 | 8,677,430 | 1,137,975,835 | ||||||||||||||||||
Emma N. Walmsley |
Re-elected | 99.46 | 5,147,102,809 | 27,909,382 | 8,442,466 | 1,137,975,835 | ||||||||||||||||||
Advisory Vote to Approve Named Executive Officer Compensation
Vote result |
% Votes For | For | Against | Abstain | Broker Non-Votes |
|||||||||||||||
| Approved | 91.94 | 4,744,731,533 | 415,831,135 | 22,891,989 | 1,137,975,835 | |||||||||||||||
Ratification of Appointment of Independent Auditor for Fisal Year 2026
Vote result |
% Votes For | For | Against | Abstain | Broker Non-Votes |
|||||||||||||||
| Approved | 93.53 | 5,897,883,259 | 408,304,657 | 15,242,576 | 0 | |||||||||||||||
Approval of the Microsoft Corporation 2026 Stock Plan
Vote result |
% Votes For | For | Against | Abstain | Broker Non-Votes |
|||||||||||||||
| Approved | 97.07 | 5,016,063,751 | 151,618,873 | 15,772,033 | 1,137,975,835 | |||||||||||||||
Shareholder Proposal: European Security Program Censorship Risk Audit
Vote result |
% Votes For | For | Against | Abstain | Broker Non-Votes |
|||||||||||||||
| Not approved | 0.79 | 40,404,047 | 5,102,931,493 | 40,119,117 | 1,137,975,835 | |||||||||||||||
Shareholder Proposal: Report on Risks of Censorship in Generative Artificial Intelligence
Vote result |
% Votes For | For | Against | Abstain | Broker Non-Votes |
|||||||||||||||
| Not approved | 0.69 | 35,508,084 | 5,104,188,603 | 43,757,970 | 1,137,975,835 | |||||||||||||||
Shareholder Proposal: Report on AI Data Usage Oversight
Vote result |
% Votes For | For | Against | Abstain | Broker Non-Votes |
|||||||||||||||
Not approved |
13.36 | 683,895,858 | 4,435,809,588 | 63,749,211 | 1,137,975,835 | |||||||||||||||
Shareholder Proposal: Report on Data Operations in Human Rights Hotspots
Vote result |
% Votes For | For | Against | Abstain | Broker Non-Votes |
|||||||||||||||
| Not approved | 27.48 | 1,406,735,187 | 3,712,753,371 | 63,966,099 | 1,137,975,835 | |||||||||||||||
Shareholder Proposal: Report on Human Rights Due Diligence
Vote result |
% Votes For | For | Against | Abstain | Broker Non-Votes |
|||||||||||||||
| Not approved | 26.34 | 1,336,945,255 | 3,738,252,211 | 108,257,191 | 1,137,975,835 | |||||||||||||||
Shareholder Proposal: Report on AI and Machine Learning Tools for Oil and Gas Development and Production
Vote result |
% Votes For | For | Against | Abstain | Broker Non-Votes |
|||||||||||||||
| Not approved | 8.75 | 448,005,682 | 4,671,182,894 | 64,266,081 | 1,137,975,835 | |||||||||||||||
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 | ||||||
| Date: December 8, 2025 | /s/ Keith R. Dolliver | |||||
| Keith R. Dolliver | ||||||
| Corporate Secretary | ||||||