8-KCorporate ChangesOther EventsExhibits & Filings

MICROSOFT CORP 8-K Report, Bylaw Amendment (Sep 22, 2016)

Filed September 22, 2016For Securities:MSFT

Summary

Microsoft Corporation (MSFT) filed an 8-K on September 22, 2016, primarily to report amendments to its Bylaws. The most significant changes relate to its proxy access bylaw, impacting how shareholders can nominate directors. Key adjustments include clarifications on fund group ownership, the treatment of loaned shares for ownership thresholds, and a reduction in the voting support needed to re-nominate a proxy access candidate. Additionally, the company announced the date for its 2016 Annual Shareholders Meeting, scheduled for November 30, 2016, with a record date of September 30, 2016. These updates are important for investors who wish to understand the procedures for director nominations and their participation in the upcoming shareholder meeting.

Key Highlights

  • 1Microsoft amended its Bylaws on September 20, 2016, primarily concerning its proxy access provisions.
  • 2The amendments clarify how groups of funds are counted as a single shareholder for the 3% ownership threshold.
  • 3The requirements for loaned shares being counted towards the 3% ownership threshold were modified, including an increase in the recallable period from three to five business days.
  • 4The threshold for voting support needed to re-nominate a proxy access candidate was reduced from 25% to 15%.
  • 5The Company announced its 2016 Annual Shareholders Meeting will be held on November 30, 2016.
  • 6Shareholders of record as of September 30, 2016, are entitled to vote at the Annual Shareholders Meeting.

Frequently Asked Questions

The primary purpose of this 8-K filing is to inform investors about amendments made to Microsoft's corporate Bylaws, particularly those related to proxy access, and to announce the date of the upcoming 2016 Annual Shareholders Meeting.

The amendments refine the proxy access rules. They clarify how investment funds are treated, adjust the conditions under which loaned shares count towards ownership requirements, and lower the voting support needed to re-nominate a proxy access candidate. These changes may make it easier or more structured for certain shareholder groups to nominate directors.

The 2016 Annual Shareholders Meeting is scheduled for November 30, 2016. Shareholders who owned stock at the close of business on September 30, 2016, which is the established record date, will be eligible to vote at this meeting.

No, this particular 8-K filing does not contain any significant financial statements or updates related to financial performance. Its focus is on governance matters, specifically changes to the Bylaws and the announcement of the annual meeting date.