8-KLeadership ChangesExhibits & Filings

MICROSOFT CORP 8-K Report, Executive Changes (Sep 17, 2014)

Filed September 17, 2014For Securities:MSFT

Summary

Microsoft Corporation announced significant changes to its Board of Directors on September 16, 2014, effective October 1, 2014. Two long-serving directors, Dina Dublon and David F. Marquardt, will retire and not seek re-election at the upcoming annual shareholders meeting. Ms. Dublon has been a director since 2005, and Mr. Marquardt has served since 1981, bringing extensive experience and institutional knowledge to the board. In parallel, the company appointed two new directors: Teri List-Stoll and Charles W. Scharf. Ms. List-Stoll, currently EVP and CFO of Kraft Foods Group, will join the Audit Committee. Mr. Scharf, CEO of Visa Inc., will serve on the Governance and Nominating Committee. These appointments signal a refreshment of the board's composition, bringing in new perspectives and financial/operational expertise, which could be viewed positively by investors seeking continued strong governance and strategic oversight.

Key Highlights

  • 1Retirement of two long-standing Board members: Dina Dublon (since 2005) and David F. Marquardt (since 1981).
  • 2Appointment of two new independent directors: Teri List-Stoll and Charles W. Scharf.
  • 3Teri List-Stoll, with CFO experience at Kraft Foods Group, appointed to the Audit Committee.
  • 4Charles W. Scharf, CEO of Visa Inc., appointed to the Governance and Nominating Committee.
  • 5New directors' appointments are effective October 1, 2014.
  • 6Both new directors will receive standard compensation for non-employee directors.
  • 7The company issued a press release on September 16, 2014, announcing these board changes.

Frequently Asked Questions

Dina Dublon and David F. Marquardt have informed the company of their decision to retire from the Board of Directors and will not seek re-election at the 2014 annual shareholders meeting. The filing does not specify the exact reasons beyond their decision to retire.

The appointment of Teri List-Stoll and Charles W. Scharf brings new expertise to Microsoft's Board. Ms. List-Stoll's background as a CFO and Mr. Scharf's experience as a CEO are expected to provide valuable perspectives, particularly in financial oversight (Audit Committee for List-Stoll) and strategic governance (Governance and Nominating Committee for Scharf).

Teri List-Stoll is currently the Executive Vice President and Chief Financial Officer for Kraft Foods Group, Inc., and Charles W. Scharf is the Chief Executive Officer of Visa Inc. Their roles provide them with substantial executive and financial experience. The filing confirms there are no undisclosed arrangements or material interests for either appointee.

The retirements of Dina Dublon and David F. Marquardt will be effective on the date of the 2014 annual shareholders meeting. The appointments of Teri List-Stoll and Charles W. Scharf are effective October 1, 2014.