UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 15, 2011
Microsoft Corporation
(Exact Name of Registrant as Specified in Its Charter)
Washington
(State or Other Jurisdiction of Incorporation)
| 0-14278 | 91-1144442 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| One Microsoft Way, Redmond, Washington | 98052-6399 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(425) 882-8080
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders
On November 15, 2011, Microsoft Corporation (the “Company”) held its 2011 Annual Meeting of Shareholders (the “Annual Meeting”). There were 8,439,183,519 shares of common stock entitled to be voted. There were 7,163,268,502 shares voted in person or by proxy. At the Annual Meeting:
(1) The shareholders voted to elect each of the nine (9) nominees for director.
(2) The shareholders approved , on an advisory basis, the compensation of the Company’s named executive officers.
(3) The shareholders voted, on an advisory basis, as set forth below on the frequency of future advisory votes on executive compensation.
(4) The shareholders voted to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2012.
(5) The shareholders rejected a shareholder proposal to amend the Company’s Bylaws to establish a board committee on environmental sustainability.
The Company’s inspector of election certified the following vote tabulations:
Election of Directors
| Vote Results | % Votes For | For | Against | Abstain | Broker Non- Votes | |||||||
| Steven A. Ballmer |
Re-elected | 92.02% | 5,394,493,938 | 467,694,833 | 13,687,942 | 1,287,391,789 | ||||||
| Dina Dublon |
Re-elected | 99.35% | 5,826,106,718 | 37,828,125 | 11,941,870 | 1,287,391,789 | ||||||
| William H. Gates III |
Re-elected | 99.12% | 5,813,083,115 | 51,673,183 | 11,120,415 | 1,287,391,789 | ||||||
| Raymond V. Gilmartin |
Re-elected | 99.44% | 5,831,318,332 | 32,603,068 | 11,955,313 | 1,287,391,789 | ||||||
| Reed Hastings |
Re-elected | 99.28% | 5,820,673,506 | 42,159,149 | 13,044,058 | 1,287,391,789 | ||||||
| Maria Klawe |
Re-elected | 99.47% | 5,833,007,452 | 30,865,811 | 12,003,450 | 1,287,391,789 | ||||||
| David F. Marquardt |
Re-elected | 99.04% | 5,804,465,780 | 56,511,865 | 14,899,068 | 1,287,391,789 | ||||||
| Charles H. Noski |
Re-elected | 99.39% | 5,827,995,246 | 35,777,564 | 12,103,903 | 1,287,391,789 | ||||||
| Helmut Panke |
Re-elected | 99.21% | 5,817,846,185 | 46,112,213 | 11,918,316 | 1,287,391,789 | ||||||
|
Advisory Vote on Executive Compensation
|
||||||||||||
| Vote Results | % Votes For | For | Against | Abstain | Broker Non- Votes | |||||||
| Approved | 98.94% | 5,794,301,659 | 62,024,061 | 19,550,993 | 1,287,391,789 | |||||||
|
Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation
|
||||||||||||
| Every Year |
Every 2 Years | Every 3 Years | Abstain | Broker Non- Votes | ||||||||
| 4,924,089,088 | 24,381,420 | 910,958,574 | 16,447,631 | 1,287,391,789 | ||||||||
| 84.04% | 0.42% | 15.55% | ||||||||||
|
Ratification of Appointment of Independent Auditors
|
||||||||||||
| Vote Results | % Votes For | For | Against | Abstain | Broker Non- Votes | |||||||
| Approved | 98.79% | 7,061,341,399 | 86,507,095 | 15,420,008 | 0 | |||||||
|
Board Committee on Environment Sustainability
|
||||||||||||
| Vote Results | % Votes For | For | Against | Abstain | Broker Non- Votes | |||||||
| Not Approved | 3.55% | 182,171,957 | 4,946,904,987 | 746,799,769 | 1,287,391,789 | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MICROSOFT CORPORATION | ||||||||
| (Registrant) | ||||||||
|
Date: November 17, 2011
|
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| /s/ John A. Seethoff | ||||||||
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| John A. Seethoff Assistant Secretary |