Summary
Microsoft Corporation (MSFT) announced on August 28, 2013, a Cooperation Agreement with ValueAct Capital, a significant shareholder. This agreement includes the potential appointment of G. Mason Morfit, a representative from ValueAct, to Microsoft's Board of Directors. The appointment is slated for the first quarterly Board meeting after the 2013 annual shareholder meeting, and Mr. Morfit would be nominated for a one-year term at the 2014 annual meeting. This development signals a collaborative approach between Microsoft's management and ValueAct, aiming to leverage ValueAct's insights on significant business issues. The agreement outlines specific terms for Mr. Morfit's board service, including adherence to company policies and independence standards. Concurrently, ValueAct has agreed to certain restrictions, such as limitations on share acquisition, proxy contests, and hostile takeovers, ensuring a period of stability and cooperation.
Key Highlights
- 1Microsoft enters into a Cooperation Agreement with ValueAct Capital and its affiliates.
- 2G. Mason Morfit, a ValueAct designee, is slated for appointment to Microsoft's Board of Directors.
- 3The appointment is expected to occur at the first quarterly Board meeting following the 2013 annual shareholder meeting.
- 4ValueAct has agreed to a standstill provision, restricting certain shareholder activities like proxy contests and hostile transactions.
- 5The agreement includes provisions for regular meetings between Mr. Morfit and Microsoft's directors/management for business discussions.
- 6The cooperation agreement aims to foster collaboration on significant business issues between the company and ValueAct.
- 7The agreement outlines Mr. Morfit's responsibilities and adherence to board and company policies during his tenure.