Microsoft Corp 8-K, filed Nov 30, 2021
Microsoft Corp (MSFT)
About this 8-K
Microsoft Corp filed this 8-K on November 30, 2021.
Items reported
- Item 5.07: Shareholder vote results
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
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(
www.microsoft.com/investor
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Item 5.07. Submission of Matters to a Vote of Security Holders
On November 30, 2021, Microsoft Corporation (the “Company”) held its 2021 Annual Shareholders Meeting (the “Annual Meeting”). There were 7,507,897,348 shares of common stock entitled to be voted at the Annual Meeting, of which 6,409,615,083 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 the Microsoft Employee Stock Purchase Plan
(4) Voted to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2022.
(5) Rejected a shareholder proposal concerning a report on median pay gaps across race and gender.
(6) Approved a shareholder proposal concerning a report on the effectiveness of workplace sexual harassment policies.
(7) Rejected a shareholder proposal to prohibit sales of facial recognition technology to all government entities.
(8) Rejected a shareholder proposal concerning a report on the implementation of the Fair Chance Business Pledge.
(9) Rejected a shareholder proposal concerning a report on how lobbying activities align with Company policies.
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 | 99.41 | % | 5,168,833,028 | 30,179,393 | 6,874,892 | 1,203,727,770 | |||||||||||||||||
| Hugh F. Johnston |
Re-elected | 97.63 | % | 5,076,209,921 | 122,729,014 | 6,948,378 | 1,203,727,770 | |||||||||||||||||
| Teri L. List |
Re-elected | 98.89 | % | 5,141,640,172 | 57,559,318 | 6,687,823 | 1,203,727,770 | |||||||||||||||||
| Satya Nadella |
Re-elected | 94.72 | % | 4,904,391,102 | 273,247,471 | 28,248,740 | 1,203,727,770 | |||||||||||||||||
| Sandra E. Peterson |
Re-elected | 98.89 | % | 5,141,414,641 | 57,671,072 | 6,801,600 | 1,203,727,770 | |||||||||||||||||
| Penny S. Pritzker |
Re-elected | 99.68 | % | 5,181,299,759 | 16,483,587 | 8,103,967 | 1,203,727,770 | |||||||||||||||||
| Carlos A. Rodriguez |
Elected | 99.78 | % | 5,187,710,712 | 10,971,864 | 7,204,737 | 1,203,727,770 | |||||||||||||||||
| Charles W. Scharf |
Re-elected | 99.10 | % | 5,152,497,805 | 46,347,806 | 7,041,702 | 1,203,727,770 | |||||||||||||||||
| John W. Stanton |
Re-elected | 99.75 | % | 5,185,673,312 | 12,972,721 | 7,241,280 | 1,203,727,770 | |||||||||||||||||
| John W. Thompson |
Re-elected | 91.38 | % | 4,751,200,195 | 448,003,714 | 6,683,404 | 1,203,727,770 | |||||||||||||||||
| Emma N. Walmsley |
Re-elected | 99.42 | % | 5,169,213,792 | 30,122,689 | 6,550,832 | 1,203,727,770 | |||||||||||||||||
| Padmasree Warrior |
Re-elected | 99.48 | % | 5,172,040,321 | 26,974,309 | 6,872,683 | 1,203,727,770 | |||||||||||||||||
Advisory Vote to Approve Named Executive Officer Compensation
| Vote result | % Votes For | For | Against | Abstain | Broker Non-Votes |
|||||||||||||||
| Approved |
95.45 | % | 4,942,225,490 | 235,539,076 | 28,122,747 | 1,203,727,770 | ||||||||||||||
Approval of Employee Stock Purchase Plan
| Vote result | % Votes For | For | Against | Abstain | Broker Non-Votes |
|||||||||||||||
| Approved |
99.65 | % | 5,177,407,530 | 18,155,823 | 10,323,960 | 1,203,727,770 | ||||||||||||||
Ratification of Appointment of Independent Auditor for Fisal Year 2022
| Vote result | % Votes For | For | Against | Abstain | Broker Non-Votes |
|||||||||||||||
| Approved |
95.36 | % | 6,092,539,628 | 295,871,214 | 21,204,241 | N/A | ||||||||||||||
Shareholder Proposal: Report on median pay gaps across race and gender
| Vote result | % Votes For | For | Against | Abstain | Broker Non-Votes |
|||||||||||||||
| Rejected |
40.04 | % | 2,057,751,139 | 3,081,216,282 | 66,919,892 | 1,203,727,770 | ||||||||||||||
Shareholder Proposal: Report on effectiveness of workplace sexual harassment policies
| Vote result | % Votes For | For | Against | Abstain | Broker Non-Votes |
|||||||||||||||
| Approved |
77.97 | % | 4,024,536,340 | 1,137,075,520 | 44,275,453 | 1,203,727,770 | ||||||||||||||
Shareholder Proposal: Prohibition on sales of facial recognition technology to all government entities
| Vote result | % Votes For | For | Against | Abstain | Broker Non-Votes |
|||||||||||||||
| Rejected |
4.05 | % | 207,459,087 | 4,908,515,776 | 89,912,450 | 1,203,727,770 | ||||||||||||||
Shareholder Proposal: Report on implementation of the Fair Chance Business Pledge
| Vote result | % Votes For | For | Against | Abstain | Broker Non-Votes |
|||||||||||||||
| Rejected |
13.83 | % | 711,044,601 | 4,427,017,754 | 67,824,958 | 1,203,727,770 | ||||||||||||||
Shareholder Proposal: Report on how lobbying activities align with Company policies
| Vote result | % Votes For | For | Against | Abstain | Broker Non-Votes |
|||||||||||||||
| Rejected |
38.04 | % | 1,970,895,447 | 3,209,652,916 | 25,338,950 | 1,203,727,770 | ||||||||||||||
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: November 30, 2021 |
/S/ KEITH R. DOLLIVER | |
| Keith R. Dolliver | ||
| Assistant Secretary | ||