Microsoft Investor Relations - 2020 Proxy Voting Results

Microsoft Corporation 2020 Final Proxy Voting Results

Published: December 2, 2020

We held our Annual Shareholders Meeting on December 2, 2020. There were 7,562,826,058 shares of common stock entitled to be voted. 6,566,836,176 shares were voted by proxy.

There were 4 items of business acted upon by shareholders. For more information on the proposals, see the Company’s Proxy Statement dated October 19, 2020, 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.

Item	Votes Required for Approval	Abstentions	Uninstructed Shares
Election of Directors	Majority of shares cast	Not voted	Not voted
Advisory vote on executive compensation	Majority of shares cast	Not voted	Not voted
Ratification of Independent Auditor	Majority of shares cast	Not voted	Discretionary vote
Shareholder Proposal 1: Report on Employee Representation on Board of Directors	Majority of shares cast	Not voted	Not voted

The final voting results for the proposals were as follows:

Election of Directors

	Vote Results	% Votes For	For	Against	Abstain	Broker Non-Votes
Reid G. Hoffman	Re-elected	99.52%	5,215,758,348	25,314,092	8,400,114	1,317,363,622
Hugh F. Johnston	Re-elected	99.62%	5,221,269,096	19,816,684	8,386,774	1,317,363,622
Teri L. List-Stoll	Re-elected	99.35%	5,205,028,542	34,076,281	10,367,731	1,317,363,622
Satya Nadella	Re-elected	99.89%	5,237,186,585	5,546,598	6,739,371	1,317,363,622
Sandra E. Peterson	Re-elected	98.89%	5,183,197,017	58,262,215	8,013,322	1,317,363,622
Penny S. Pritzker	Re-elected	99.80%	5,228,709,230	10,536,931	10,226,393	1,317,363,622
Charles W. Scharf	Re-elected	99.11%	5,194,031,476	46,902,053	8,539,025	1,317,363,622
Arne M. Sorenson	Re-elected	99.88%	5,234,800,897	6,336,694	8,334,963	1,317,363,622
John W. Stanton	Re-elected	99.85%	5,233,415,375	7,605,399	8,451,780	1,317,363,622
John W. Thompson	Re-elected	99.10%	5,194,357,510	46,935,033	8,180,011	1,317,363,622
Emma N. Walmsley	Re-elected	99.73%	5,227,399,222	13,970,088	8,103,244	1,317,363,622
Padmasree Warrior	Re-elected	99.74%	5,227,546,888	13,598,261	8,327,405	1,317,363,622

Management Proposals

Advisory vote on executive compensation

Vote Results	% Votes For	For	Against	Abstain	Broker Non-Votes
Approved	94.72%	4,956,043,006	276,520,958	16,908,590	1,317,363,622

Ratification of Deloitte & Touche LLP as Independent Auditor

Vote Results	% Votes For	For	Against	Abstain	Broker Non-Votes
Approved	96.05%	6,296,749,497	258,680,123	11,406,556	N/A

Shareholder Proposals

Report on Employee Representation on Board of Directors

Vote Results	% Votes For	For	Against	Abstain	Broker Non-Votes
Not Approved	5.15%	268,964,933	4,957,295,213	23,212,408	1,317,363,622

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Microsoft Investor Relations - 2019 Proxy Voting Results