Microsoft Investor Relations - 2016 Proxy Voting Results

Microsoft Corporation 2017 Final Proxy Voting Results

Published: November 29, 2017

We held our Annual Shareholders Meeting on November 29, 2017. There were 7,715,432,925 shares of common stock entitled to be voted. 6,827,522,487 shares were voted in person or by proxy.

There were 6 items of business acted upon by shareholders. For more information on the proposals, see the Company’s Proxy Statement dated October 16, 2017, 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
Advisory vote on the frequency of future advisory votes on executive compensationMajority of shares castNot votedNot voted
Ratification of Independent AuditorMajority of shares castNot votedDiscretionary vote
Approve material terms of the performance goals under the Microsoft Corporation Executive Incentive PlanMajority of shares castNot votedNot voted
Approve the Microsoft Corporation 2017 Stock PlanMajority 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-elected99.7%5,538,446,71414,411,5303,566,4121,271,097,831
Reid G. HoffmanElected99.9%5,545,625,1105,649,3255,150,2211,271,097,831
Hugh F. JohnstonElected99.9%5,544,376,5876,306,4035,741,6661,271,097,831
Teri L. List-StollRe-elected99.9%5,543,855,2797,214,1275,355,2501,271,097,831
Satya NadellaRe-elected99.9%5,546,674,4435,574,1684,176,0451,271,097,831
Charles H. NoskiRe-elected98.4%5,461,913,58588,702,5475,808,5241,271,097,831
Helmut Panke, Ph.D.Re-elected98.8%5,484,461,29766,110,0415,853,3181,271,097,831
Sandra E. PetersonRe-elected99.8%5,542,595,8539,082,0234,746,7801,271,097,831
Penny S. PritzkerElected99.7%5,535,727,60915,390,0585,306,9891,271,097,831
Charles W. ScharfRe-elected99.8%5,538,918,80811,719,5865,786,2621,271,097,831
Arne M. SorensonElected99.9%5,543,007,0707,571,7345,845,8521,271,097,831
John W. StantonRe-elected99.7%5,531,822,04518,948,6155,653,9961,271,097,831
John W. ThompsonRe-elected99.9%5,544,587,3916,722,2125,115,0531,271,097,831
Padmasree WarriorRe-elected99.8%5,541,503,5549,204,8605,716,2421,271,097,831

Management Proposals

Advisory vote on executive compensation
Vote Results% Votes ForForAgainstAbstainBroker Non-Votes
Approved95.5%5,266,197,636245,545,41144,681,6091,271,097,831
Advisory vote on the frequency of future advisory votes on executive compensation
Vote Results1 Year2 Years3 YearsAbstainBroker Non-Votes
1 Year
5,031,673,874
90.8%
12,594,377
0.2%
497,806,452
9.0%
14,349,9531,271,097,831
Ratification of Deloitte & Touche LLP as Independent Auditor
Vote Results% Votes ForForAgainstAbstainBroker Non-Votes
Approved98.2%6,695,326,148122,401,9219,794,418N/A
Approve material terms of the performance goals under the Microsoft Corporation Executive Incentive Plan
Vote Results% Votes ForForAgainstAbstainBroker Non-Votes
Approved98.8%5,479,803,38864,994,41111,626,8571,271,097,831
Approve the Microsoft Corporation 2017 Stock Plan
Vote Results% Votes For*ForAgainstAbstainBroker Non-Votes
Approved
96.8%
5,361,034,589
175,503,721
19,886,346
1,271,097,831

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