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) November 30, 2021

Microsoft Corporation

(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):

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

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 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

Advisory Vote to Approve Named Executive Officer Compensation

Approval of Employee Stock Purchase Plan

Ratification of Appointment of Independent Auditor for Fisal Year 2022

Shareholder Proposal: Report on median pay gaps across race and gender

Shareholder Proposal: Report on effectiveness of workplace sexual harassment policies

Shareholder Proposal: Prohibition on sales of facial recognition technology to all government entities

Shareholder Proposal: Report on implementation of the Fair Chance Business Pledge

Shareholder Proposal: Report on how lobbying activities align with Company policies

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.