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

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 13, 2022

Microsoft Corporation

Washington

001-37845

91-1144442

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


One Microsoft Way, Redmond, Washington		98052-6399

(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)

☐	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
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 13, 2022, Microsoft Corporation (the “Company”) held its 2022 Annual Shareholders Meeting (the “Annual Meeting”). There were 7,456,502,484 shares of common stock entitled to be voted at the Annual Meeting, of which 6,407,164,715 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) Voted to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2023.

(4) Did not approve a shareholder proposal concerning a cost/benefit analysis of diversity and inclusion.

(5) Did not approve a shareholder proposal concerning a report on hiring of persons with arrest or incarceration records.

(6) Did not approve a shareholder proposal concerning a report on investment of retirement funds in companies contributing to climate change

(7) Did not approve a shareholder proposal concerning a report on government use of Microsoft technology.

(8) Did not approve a shareholder proposal concerning a report on development of products for the military.

(9) Did not approve a shareholder proposal concerning a report on tax transparency.

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		99.36	%		5,160,882,524		33,174,425		7,489,821		1,205,617,945
Hugh F. Johnston		Re-elected		97.22	%		5,049,948,273		144,383,497		7,215,000		1,205,617,945
Teri L. List		Re-elected		98.11	%		5,096,798,624		97,765,350		6,982,796		1,205,617,945
Satya Nadella		Re-elected		94.81	%		4,910,653,831		268,298,408		22,594,531		1,205,617,945
Sandra E. Peterson		Re-elected		97.93	%		5,087,619,318		107,175,209		6,752,243		1,205,617,945
Penny S. Pritzker		Re-elected		99.62	%		5,175,115,956		19,592,685		6,838,129		1,205,617,945
Carlos A. Rodriguez		Re-elected		99.53	%		5,170,479,184		23,953,746		7,113,840		1,205,617,945
Charles W. Scharf		Re-elected		98.62	%		5,122,800,449		71,604,817		7,141,504		1,205,617,945
John W. Stanton		Re-elected		99.50	%		5,168,492,930		25,964,121		7,089,719		1,205,617,945
John W. Thompson		Re-elected		98.77	%		5,099,883,372		63,367,837		38,295,561		1,205,617,945
Emma N. Walmsley		Re-elected		98.65	%		5,125,070,256		69,672,875		6,803,639		1,205,617,945
Padmasree Warrior		Re-elected		98.64	%		5,124,164,692		70,387,897		6,994,181		1,205,617,945

Advisory Vote to Approve Named Executive Officer Compensation


Vote result	% Votes For			For		Against		Abstain		Broker Non-Votes
Approved		88.84	%		4,592,889,815		576,592,671		32,064,284		1,205,617,945

Ratification of Appointment of Independent Auditor for Fisal Year 2023

Vote result

% Votes For

For

Against

Abstain

Broker
Non-Votes

Approved

95.37

6,090,828,328

295,468,078

20,868,309

N/A

Shareholder Proposal: Cost/Benefit Analysis of Diversity and Inclusion


Vote result	% Votes For			For		Against		Abstain		Broker Non-Votes
Not approved		1.26	%		65,452,580		5,096,572,869		39,521,321		1,205,617,945

Shareholder Proposal: Report on Hiring of Persons with Arrest or Incarceration Records


Vote result	% Votes For			For		Against		Abstain		Broker Non-Votes
Not approved		10.93	%		561,881,321		4,575,515,870		64,149,579		1,205,617,945

Shareholder Proposal: Report on Investment of Retirement Funds in Companies Contributing to Climate Change


Vote result	% Votes For			For		Against		Abstain		Broker Non-Votes
Not approved		11.21	%		558,833,392		4,423,581,196		219,132,182		1,205,617,945

Shareholder Proposal: Report on Government Use of Microsoft Technology


Vote result	% Votes For			For		Against		Abstain		Broker Non-Votes
Not approved		20.43	%		1,052,632,888		4,099,222,359		49,691,523		1,205,617,945

Shareholder Proposal: Report on Development of Products for Military


Vote result	% Votes For			For		Against		Abstain		Broker Non-Votes
Not approved		10.52	%		538,430,806		4,575,935,372		87,180,592		1,205,617,945

Shareholder Proposal: Report on Tax Transparency


Vote result	% Votes For			For		Against		Abstain		Broker Non-Votes
Not approved		22.97	%		1,188,222,206		3,982,547,802		30,776,762		1,205,617,945

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 16, 2022		/s/ Keith R. Dolliver
		Keith R. Dolliver
		Assistant Secretary

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