8-K

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 7, 2023

Microsoft Corporation

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
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(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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol	Name of exchange<br><br>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 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 <br>For		For		Against		Abstain		Broker <br>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 <br>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<br>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 <br>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 <br>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 <br>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 <br>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 <br>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 <br>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 <br>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 <br>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 <br>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 <br>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