Microsoft 8K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM8-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 28, 2018

Microsoft Corporation

(Exact Name of Registrant as Specified in Its Charter)

Washington

(State or Other Jurisdiction

of Incorporation)

001-37845

91-1144442

(Commission

File Number)

(IRS Employer

Identification No.)


One Microsoft Way, Redmond, Washington		98052-6399
(Address of Principal Executive Offices)		(Zip Code)

(425)882-8080

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐

Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

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 Rule12b-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 28, 2018, Microsoft Corporation (the “Company”) held its 2018 Annual Shareholders Meeting (the “Annual Meeting”). There were 7,677,511,729 shares of common stock entitled to be voted at the Annual Meeting, of which 6,722,310,265 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 fourteen (14) 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 2019.

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
William H. Gates III		Re-elected		99.7	%		5,420,788,454		14,437,836		6,396,127		1,280,687,848
Reid G. Hoffman		Re-elected		99.9	%		5,428,821,253		5,317,396		7,483,768		1,280,687,848
Hugh F. Johnston		Re-elected		99.9	%		5,428,132,288		5,684,761		7,805,368		1,280,687,848
Teri L. List-Stoll		Re-elected		99.9	%		5,424,106,654		7,550,989		9,964,774		1,280,687,848
Satya Nadella		Re-elected		99.9	%		5,429,446,686		5,546,845		6,628,886		1,280,687,848
Charles H. Noski		Re-elected		97.4	%		5,291,719,736		141,903,621		7,999,060		1,280,687,848
Helmut Panke, Ph.D.		Re-elected		98.4	%		5,344,902,932		88,704,328		8,015,157		1,280,687,848
Sandra E. Peterson		Re-elected		99.9	%		5,427,428,604		6,899,048		7,294,765		1,280,687,848
Penny S. Pritzker		Re-elected		99.8	%		5,424,043,927		10,202,721		7,375,769		1,280,687,848
Charles W. Scharf		Re-elected		99.7	%		5,418,618,228		15,136,958		7,867,231		1,280,687,848
Arne M. Sorenson		Re-elected		99.9	%		5,426,949,982		6,806,654		7,865,781		1,280,687,848
John W. Stanton		Re-elected		99.7	%		5,417,171,652		16,704,483		7,746,282		1,280,687,848
John W. Thompson		Re-elected		99.8	%		5,423,270,169		10,737,594		7,614,654		1,280,687,848
Padmasree Warrior		Re-elected		99.8	%		5,421,206,575		10,104,934		10,310,908		1,280,687,848

Advisory vote on executive compensation


Vote result	% Votes For			For		Against		Abstain		Broker Non-Votes
Approved		96.0	%		5,191,052,670		218,681,803		31,887,944		1,280,687,848

Ratification of appointment of independent auditor

Vote result	% Votes For			For		Against		Abstain		Broker Non-Votes
Approved		97.6	%		6,548,647,443		160,911,618		12,751,204		0

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 29, 2018		/s/ Carolyn Frantz
		Carolyn Frantz
		Corporate Secretary

Microsoft (MSFT) 8-KSubmission of Matters to a Vote of Security Holders