Current Report Filing (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 4, 2019

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
2.125% Notes due 2021	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 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 4, 2019, Microsoft Corporation (the “Company”) held its 2019 Annual Shareholders Meeting (the “Annual Meeting”). There were 7,632,138,696 shares of common stock entitled to be voted at the Annual Meeting, of which 6,610,123,128 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 thirteen (13) 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 2020.

(4) Rejected a shareholder proposal concerning a report on employee representation on the Board of Directors.

(5) Rejected a shareholder proposal concerning a report on gender pay gap.

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		99.72	%		5,379,317,204		14,898,746		254,359,793		961,547,385
Reid G. Hoffman		Re-elected		99.90	%		5,386,985,842		5,125,673		256,464,228		961,547,385
Hugh F. Johnston		Re-elected		99.84	%		5,383,610,459		8,444,864		256,520,420		961,547,385
Teri L. List-Stoll		Re-elected		98.69	%		5,318,471,023		70,806,007		259,298,713		961,547,385
Satya Nadella		Re-elected		99.91	%		5,388,999,838		4,730,329		254,845,576		961,547,385
Sandra E. Peterson		Re-elected		98.10	%		5,289,588,581		102,475,985		256,511,177		961,547,385
Penny S. Pritzker		Re-elected		99.82	%		5,380,036,421		9,870,113		258,669,209		961,547,385
Charles W. Scharf		Re-elected		98.37	%		5,303,524,956		87,939,453		257,111,334		961,547,385
Arne M. Sorenson		Re-elected		99.90	%		5,386,114,678		5,658,144		256,802,921		961,547,385
John W. Stanton		Re-elected		99.87	%		5,384,483,376		7,065,572		257,026,795		961,547,385
John W. Thompson		Re-elected		99.12	%		5,344,326,057		47,480,462		256,769,224		961,547,385
Emma N. Walmsley		Elected		99.89	%		5,385,958,687		6,049,602		256,567,454		961,547,385
Padmasree Warrior		Re-elected		99.12	%		5,344,344,109		47,377,833		256,853,801		961,547,385

Advisory Vote to Approve Named Executive Officer Compensation


Vote result	% Votes For			For		Against		Abstain		Broker Non-Votes
Approved		76.69	%		4,316,834,964		1,312,380,149		19,360,630		961,547,385
Ratification of Appointment of Independent Auditor
Vote result	% Votes For			For		Against		Abstain		Broker Non-Votes
Approved		96.48	%		6,111,769,376		222,719,362		275,634,390		0
Shareholder Proposal Concerning Report on Employee Representation on Board of Directors
Vote result	% Votes For			For		Against		Abstain		Broker Non-Votes
Rejected		4.42	%		237,810,952		5,137,678,850		273,085,941		961,547,385
Shareholder Proposal Concerning Report on Gender Pay Gap
Vote result	% Votes For			For		Against		Abstain		Broker Non-Votes
Rejected		29.55	%		1,581,396,964		3,769,301,747		297,877,032		961,547,385

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.