Microsoft Investor Relations - 2019 Proxy Voting Results

Microsoft Corporation 2019 Final Proxy Voting Results

Published: December 4, 2019

We held our Annual Shareholders Meeting on December 4, 2019. There were 7,632,138,696 shares of common stock entitled to be voted. 6,610,123,128 shares were voted by proxy.

There were 5 items of business acted upon by shareholders. For more information on the proposals, see the Company’s Proxy Statement dated October 16, 2019, which you may view here. The following table summarizes the vote threshold required for passage of each proposal and the effect of abstentions and uninstructed shares held by brokers.

ItemVotes Required for ApprovalAbstentionsUninstructed Shares
Election of DirectorsMajority of shares castNot votedNot voted
Advisory vote on executive compensationMajority of shares castNot votedNot voted
Ratification of Independent AuditorMajority of shares castNot votedDiscretionary vote
Shareholder Proposal 1: Report on Employee Representation on Board of DirectorsMajority of shares castNot votedNot voted
Shareholder Proposal 2: Report on Gender Pay GapMajority of shares castNot votedNot voted

The final voting results for the proposals were as follows:

Election of Directors

 Vote Results% Votes ForForAgainstAbstainBroker Non-Votes
William H. Gates IIIRe-elected99.72%5,379,317,20414,898,746254,359,793961,547,385
Reid G. HoffmanRe-elected99.90%5,386,985,8425,125,673256,464,228961,547,385
Hugh F. JohnstonRe-elected99.84%5,383,610,4598,444,864256,520,420961,547,385
Teri L. List-StollRe-elected98.69%5,318,471,02370,806,007259,298,713961,547,385
Satya NadellaRe-elected99.91%5,388,999,8384,730,329254,845,576961,547,385
Sandra E. PetersonRe-elected98.10%5,289,588,581102,475,985256,511,177961,547,385
Penny S. PritzkerRe-elected99.82%5,380,036,4219,870,113258,669,209961,547,385
Charles W. ScharfRe-elected98.37%5,303,524,95687,939,453257,111,334961,547,385
Arne M. SorensonRe-elected99.90%5,386,114,6785,658,144256,802,921961,547,385
John W. StantonRe-elected99.87%5,384,483,3767,065,572257,026,795961,547,385
John W. ThompsonRe-elected99.12%5,344,326,05747,480,462256,769,224961,547,385
Emma WalmsleyElected99.89%5,385,958,6876,049,602256,567,454961,547,385
Padmasree WarriorRe-elected99.12%5,344,344,10947,377,833256,853,801961,547,385

Management Proposals


Advisory vote on executive compensation
Vote Results% Votes ForForAgainstAbstainBroker Non-Votes
Approved76.69%4,316,834,9641,312,380,14919,360,630961,547,385
Ratification of Deloitte & Touche LLP as Independent Auditor
Vote Results% Votes ForForAgainstAbstainBroker Non-Votes
Approved96.48%6,111,769,376222,719,362275,634,390N/A

Shareholder Proposals


Report on Employee Representation on Board of Directors
Vote Results% Votes ForForAgainstAbstainBroker Non-Votes
Not Approved4.42%237,810,9525,137,678,850273,085,941961,547,385
Report on Gender Pay Gap
Vote Results% Votes ForForAgainstAbstainBroker Non-Votes
Not Approved29.55%1,581,396,9643,769,301,747297,877,032961,547,385