Summary
Microsoft Corporation filed an 8-K on November 15, 2004, detailing the shareholder approval and subsequent effectiveness of amendments to its various stock and option plans on November 9, 2004. These amendments were primarily aimed at enhancing the Board's ability to adjust awards, grant limitations, and the number of shares covered by the plans in response to shareholder distributions other than normal cash dividends. The most significant immediate impact of these amendments is the unconditional declaration of a special dividend of $3.00 per share, which was conditionally declared on July 20, 2004. The adjustments to employee awards and the increase in the maximum number of shares issuable under the plans to account for these awards occurred on November 15, 2004, coinciding with the ex-dividend date for this special dividend. Investors should note the increased flexibility granted to the Board regarding stock-based compensation adjustments.
Key Highlights
- 1Shareholders approved amendments to Microsoft's 2001 Stock Plan, 1991 Stock Option Plan, 1999 Stock Plan for Non-Employee Directors, Stock Option Plan for Non-Employee Directors, and Stock Option Plan for Consultants and Advisors.
- 2Amendments grant the Board authority to adjust stock awards, grant limits, and share pools in response to shareholder distributions beyond normal cash dividends.
- 3The special dividend of $3.00 per share, previously conditionally declared, became unconditional following shareholder approval of the plan amendments.
- 4Adjustments to employee stock awards and increases in the number of shares available under the plans occurred on November 15, 2004.
- 5The ex-dividend date for the special $3.00 per share dividend was November 15, 2004.
- 6The amended and restated plans are filed as exhibits to this 8-K report.