8-KShareholder Matters

MICROSOFT CORP 8-K Report, Shareholder Vote Results (Nov 19, 2010)

Filed November 19, 2010For Securities:MSFT

Summary

This SEC Form 8-K filing by Microsoft Corporation, dated November 19, 2010, reports on the outcomes of their 2010 Annual Meeting of Shareholders held on November 16, 2010. The primary focus of the report is the voting results on key corporate governance matters and shareholder proposals. Investors would be interested to note that all nine director nominees were overwhelmingly elected, indicating strong shareholder confidence in the current board leadership and strategy. The filing also details the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2011, which was approved with a significant majority of votes. However, a shareholder proposal to establish a board committee on environmental sustainability was soundly rejected, highlighting a divergence in shareholder priorities or a lack of consensus on this specific governance initiative at the time. Overall, the report reflects a stable governance environment with broad shareholder support for established practices.

Key Highlights

  • 1All nine director nominees, including Steven A. Ballmer and William H. Gates III, were elected by a substantial majority of votes.
  • 2The appointment of Deloitte & Touche LLP as the independent auditor for fiscal year 2011 was ratified with strong shareholder approval (98.91% For).
  • 3A significant majority of voting shares were represented at the meeting, with 7,400,374,953 out of 8,602,554,500 entitled shares voted.
  • 4A shareholder proposal seeking the establishment of a board committee on environmental sustainability was overwhelmingly rejected, receiving only 3.61% of votes for.
  • 5The shareholder vote tabulations for directors and auditor ratification indicate high levels of confidence and support from the company's investors.
  • 6Broker non-votes represented a considerable portion of the shares, particularly in the director elections, which is a common observation in large public company meetings.

Frequently Asked Questions

The 2010 Annual Meeting of Shareholders saw the overwhelming election of all nine director nominees, the ratification of Deloitte & Touche LLP as the independent auditor for fiscal year 2011, and the rejection of a shareholder proposal to form a board committee focused on environmental sustainability.

Shareholders voted by a significant margin to elect all nine nominees for the Board of Directors. For instance, Steven A. Ballmer received 94.74% of the votes for, and William H. Gates III received 98.43% of the votes for, demonstrating strong shareholder confidence in the current board.

The shareholder proposal to amend the Company's Bylaws to establish a board committee on environmental sustainability was rejected. It received only 3.61% of the votes in favor, with a substantial majority voting against or abstaining.

Yes, the appointment of Deloitte & Touche LLP as Microsoft's independent registered public accounting firm for fiscal year 2011 was ratified by the shareholders with approximately 98.91% of the votes cast in favor.