8-KLeadership ChangesExhibits & Filings

MICROSOFT CORP 8-K Report, Executive Changes (Feb 21, 2012)

Filed February 21, 2012For Securities:MSFT

Summary

Microsoft Corporation (MSFT) filed a Form 8-K on February 21, 2012, to announce a change in its Board of Directors. Effective February 17, 2012, the Board appointed John E. Thompson, age 62, as a new director. Mr. Thompson brings significant leadership experience, currently serving as CEO and director of Virtual Instruments Corporation and as a director of United Parcel Service, Inc. This appointment is notable as Mr. Thompson will receive standard compensation for non-employee directors, including an annual retainer of $250,000, with a substantial portion ($150,000) paid in stock awards. This aligns director compensation with shareholder interests. Investors should view this as a move to strengthen the Board's oversight and expertise.

Key Highlights

  • 1John E. Thompson appointed to Microsoft's Board of Directors, effective February 17, 2012.
  • 2Mr. Thompson is the CEO and a director of Virtual Instruments Corporation.
  • 3Mr. Thompson also serves as a director for United Parcel Service, Inc.
  • 4Non-employee director compensation includes an annual retainer of $250,000.
  • 5Approximately $150,000 of the annual retainer is provided in stock awards.
  • 6Compensation is prorated and paid quarterly in arrears.
  • 7Mr. Thompson will enter into a standard director indemnification agreement with Microsoft.

Frequently Asked Questions

John E. Thompson, age 62, has been appointed to the Microsoft Corporation Board of Directors. He brings executive and board experience from other companies, including being the Chief Executive Officer and a director of Virtual Instruments Corporation and a director of United Parcel Service, Inc.

Mr. Thompson will receive the standard compensation for non-employee directors. This includes an annual retainer of $250,000, with $150,000 of that amount provided in the form of a stock award. The retainer is paid quarterly in arrears and is prorated based on the portion of the year served.

In addition to his appointment and compensation, Mr. Thompson will enter into the standard Microsoft director indemnification agreement. This agreement provides indemnification for losses and expenses incurred as a result of his service on the board, subject to its terms.