8-KCorporate ChangesExhibits & Filings

MICROSOFT CORP 8-K Report, Bylaw Amendment (Jul 5, 2016)

Filed July 5, 2016For Securities:MSFT

Summary

This Form 8-K filing by Microsoft Corporation announces amendments to the company's Bylaws, effective July 1, 2016. The changes are primarily procedural and relate to the scheduling of special shareholder meetings and the designation of meeting secretaries. These amendments are not expected to have a material financial impact on the company but reflect an adjustment in corporate governance practices. Specifically, the Board of Directors has shortened the window during which they can refuse to call a special meeting for a purpose previously addressed by another meeting, from 120 days to 90 days. Additionally, the Bylaws now permit the Board to appoint an officer other than the Secretary to serve as the secretary for the annual shareholders meeting. These changes are detailed and filed as Exhibit 3.2 to this report.

Key Highlights

  • 1Microsoft Corporation amended its Bylaws effective July 1, 2016.
  • 2The period the Board can decline a special shareholder meeting for a similar purpose was reduced from 120 to 90 days.
  • 3The Board of Directors may now designate an officer other than the Secretary to act as secretary of the annual shareholders meeting.
  • 4These amendments do not appear to have an immediate material financial impact.
  • 5The filing includes the updated Bylaws as an exhibit.
  • 6The changes are related to corporate governance and procedural matters.

Frequently Asked Questions

The main purpose of this 8-K filing is to report amendments made to Microsoft Corporation's Bylaws, which became effective on July 1, 2016. These amendments involve changes to the procedures for special shareholder meetings and the appointment of meeting secretaries.

The change reduces the timeframe from 120 to 90 days during which the Board can decline to call a special meeting if its purpose is identical or similar to a previously held meeting. This could potentially make it slightly easier for shareholders to get a special meeting called if their concerns align with past requests that were addressed.

Based on the information provided, these bylaw amendments are procedural and relate to corporate governance. They do not appear to directly impact Microsoft's core business operations, financial performance, or strategic direction in a material way.

Exhibit 3.2 is the full text of the amended Bylaws of Microsoft Corporation. It is being filed as part of this report to provide the complete details of the changes to the company's governing rules.