Recap from Microsoft’s Annual Meeting of Shareholders

Posted by John Seethoff
Vice President and Deputy General Counsel

I want to thank Microsoft’s shareholders who attended or voted at this year’s Annual Meeting of Shareholders.  At yesterday’s annual meeting, nearly 86 percent of outstanding shares were voted. For the first time, shareholders who were unable to attend the meeting in person were able to vote online via a virtual shareholder meeting. Shareholders acted on five items of business, including one shareholder proposal.  Microsoft shareholders: 


  • Elected nine directors to serve on the Board of Directors until the next annual meeting (each director received 96 percent or more of votes cast.)
  • Approved, on a non-binding advisory basis, the fiscal year 2012 compensation of our named executive officers (94 percent of votes cast in favor.)
  • Approved extending our employee stock purchase program an additional 10 years (99 percent of votes cast in favor.)
  • Ratified the Audit Committee’s selection of Deloitte & Touche LLP as Microsoft’s independent auditor for fiscal year 2013 (98 percent of votes cast in favor.)
  • Voted down a shareholder proposal to adopt cumulative voting to elect the board of directors (26 percent of votes cast in favor.)

More information about these proposals can be found in Microsoft’s Proxy Statement. A replay of the annual meeting is available via Webcast on our Investor Relations site, which also contains a detailed breakdown of yesterday’s vote results.

Following the Annual Meeting of Shareholders, the Board’s independent directors selected John W. Thompson to serve as lead independent director. In addition, Mr. Thompson will serve as chair of the Compensation Committee, and David Marquardt will serve as chair of the Governance and Nominating Committee. Here is the Board committee membership effective November 28, 2012.

  Audit Compensation Governance and Nominating Regulatory and Public Policy
Dina Dublon Member Member    
Dr. Maria M. Klawe   Member   Member
Stephen J. Luczo Member   Member  
David F. Marquardt     Chair  
Charles H. Noski Chair   Member  
Dr. Helmut Panke Member     Chair
John W. Thompson   Chair   Member
Steve Ballmer        
Bill Gates        

Our Board of Directors and management welcome thoughtful feedback and discussion on corporate governance matters. At any time, Microsoft shareholders may communicate directly with the Company's Board of Directors, any committee of the Board, or any individual director by e-mailing us

I invite you to leave a comment on this blog below. For additional information about corporate governance at Microsoft, please click here.

Comments (0)

Skip to main content