Summary
This SEC Form 8-K filing by Microsoft Corporation reports on the outcomes of its 2012 Annual Meeting of Shareholders held on November 28, 2012. The meeting primarily focused on shareholder voting matters, with all director nominees being re-elected by a significant margin. Shareholders also overwhelmingly approved, on an advisory basis, the compensation of named executive officers and ratified the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal year 2013. Notably, the Employee Stock Purchase Plan received strong approval from shareholders. However, a shareholder proposal to adopt cumulative voting was rejected by a substantial majority. The high voter turnout and strong support for management's proposals and auditor ratification indicate a stable shareholder base at the time of the filing.
Key Highlights
- 1All nine director nominees, including Steven A. Ballmer and William H. Gates III, were re-elected with high percentages of "For" votes.
- 2Shareholders approved, on an advisory basis, the compensation of Microsoft's named executive officers with approximately 94.12% of the votes cast.
- 3The Employee Stock Purchase Plan was overwhelmingly approved by shareholders with approximately 99.26% of the votes cast.
- 4Deloitte & Touche LLP was ratified as Microsoft's independent registered public accounting firm for fiscal year 2013 with approximately 98.66% approval.
- 5A shareholder proposal to adopt cumulative voting was rejected, with only about 26.20% of the votes cast in favor.
- 6A total of 7,247,154,348 shares were voted, representing a substantial portion of the 8,430,933,156 shares entitled to be voted.
- 7Broker non-votes represented a significant portion for director elections and executive compensation votes, indicating a large number of shares held by brokers whose clients did not provide voting instructions.