8-KLeadership ChangesExhibits & Filings

MICROSOFT CORP 8-K Report, Executive Changes (Mar 10, 2009)

Filed March 10, 2009For Securities:MSFT

Summary

Microsoft Corporation (MSFT) filed an 8-K report on March 10, 2009, to announce a significant change in its Board of Directors. The key event reported is the appointment of Dr. Maria Klawe as a new director, effective immediately. Dr. Klawe, currently the president of Harvey Mudd College, brings her expertise to the board, which is a move that investors should note for its potential impact on board composition and strategic oversight. The report also details the compensation structure for Dr. Klawe as a non-employee director, which includes an annual retainer of $200,000, with a substantial portion ($120,000) provided in stock awards. This equity-based compensation aligns director incentives with shareholder value. Additionally, the standard director indemnification agreement was executed, ensuring protection for Dr. Klawe's board service. This filing is primarily informational, focusing on governance and director appointments.

Key Highlights

  • 1Microsoft appointed Dr. Maria Klawe to its Board of Directors, effective immediately.
  • 2Dr. Maria Klawe is the president of Harvey Mudd College and brings external leadership experience.
  • 3Dr. Klawe will receive an annual retainer of $200,000 as a non-employee director.
  • 4Approximately $120,000 of Dr. Klawe's annual retainer will be in the form of stock awards, aligning her interests with shareholders.
  • 5Standard director indemnification agreement executed with Dr. Klawe.
  • 6The filing was made on March 10, 2009, reporting an event from March 9, 2009.

Frequently Asked Questions

Dr. Maria Klawe is the president of Harvey Mudd College. Her appointment to the Microsoft Board of Directors is intended to bring her leadership experience and potentially new perspectives to the company's governance and strategic direction.

Dr. Klawe will receive an annual retainer of $200,000. Importantly, $120,000 of this retainer will be provided in the form of stock awards, meaning her compensation is significantly tied to Microsoft's stock performance.

The appointment of a new director can influence board decisions and strategic oversight. The equity-based compensation structure for Dr. Klawe aligns her incentives with those of shareholders, as her financial success as a director will be partly dependent on the company's stock value.

Yes, Microsoft has entered into its standard director indemnification agreement with Dr. Klawe. This agreement protects directors from losses and expenses incurred as a result of their board service, subject to the agreement's terms and conditions.