Microsoft Investor Relations - 2023 Proxy Voting Results

Microsoft Corporation 2023 Final Proxy Voting Results

We held our Annual Shareholders Meeting on December 7, 2023. There were 7,429,030,596 shares of common stock entitled to be voted. 6,340,975,646 shares were voted by proxy.

There were 13 items of business acted upon by shareholders. For more information on the proposals, see the Company’s Proxy Statement dated October 19, 2023, 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.

	Votes Required for Approval	Abstentions	Uninstructed Shares
Management Proposals
Election of 12 Directors	Majority of votes cast	No effect	No effect
Advisory Vote to Approve Named Executive Officer Compensation ("say-on-pay vote")	Majority of votes cast	No effect	No effect
Advisory Vote on the Frequency of Advisory Vote on Executive Compensation	Plurality of votes cast	No effect	No effect
Ratification of the Selection of Deloitte & Touche LLP as our Independent Auditor for Fiscal Year 2024	Majority of votes cast	No effect	Discretionary vote
Shareholder Proposals
Report on Gender-Based Compensation and Benefit Gaps	Majority of votes cast	No effect	No effect
Report on Risk from Omitting Ideology in EEO Policy	Majority of votes cast	No effect	No effect
Report on Government Takedown Requests	Majority of votes cast	No effect	No effect
Report on Risks of Weapons Development	Majority of votes cast	No effect	No effect
Report on Climate Risks to Retirement Plan Beneficiaries	Majority of votes cast	No effect	No effect
Report on Tax Transparency	Majority of votes cast	No effect	No effect
Report on Data Operations in Human Rights Hotspots	Majority of votes cast	No effect	No effect
Mandate for Third-Party Political Reporting	Majority of votes cast	No effect	No effect
Report on Al Misinformation and Disinformation	Majority of votes cast	No effect	No effect

The final voting results for the proposals were as follows:

Election of 12 Directors

	Vote Results	% Votes For	For	Against	Abstain	Broker Non-Votes
Reid G. Hoffman	Re-Elected	99.30%	5,099,793,186	35,610,548	14,472,280	1,191,099,632
Hugh F. Johnston	Re-Elected	91.29%	4,693,142,780	447,707,365	9,025,869	1,191,099,632
Teri L. List	Re-Elected	97.99%	5,037,999,367	103,082,084	8,794,563	1,191,099,632
Catherine MacGregor	Elected	99.77%	5,129,394,127	11,706,923	8,774,964	1,191,099,632
Mark A. L. Mason	Elected	99.78%	5,129,864,831	10,925,164	9,086,019	1,191,099,632
Satya Nadella	Re-Elected	94.36%	4,838,647,785	289,118,177	22,110,052	1,191,099,632
Sandra E. Peterson	Re-Elected	98.13%	5,045,355,824	95,982,672	8,537,518	1,191,099,632
Penny S. Pritzker	Re-Elected	99.61%	5,121,255,514	19,710,256	8,910,244	1,191,099,632
Carlos A. Rodriguez	Re-Elected	97.32%	5,003,573,390	137,421,562	8,881,062	1,191,099,632
Charles W. Scharf	Re-Elected	98.48%	5,062,612,671	78,115,873	9,147,470	1,191,099,632
John W. Stanton	Re-Elected	99.49%	5,115,129,701	25,719,893	9,026,420	1,191,099,632
Emma N. Walmsley	Re-Elected	99.02%	5,091,160,704	49,967,509	8,747,801	1,191,099,632

Management Proposals

Advisory Vote on Executive Compensation (“say-on-pay vote”)

Vote Results	% Votes For	For	Against	Abstain	Broker Non-Votes
Approved	93.77%	4,806,802,798	318,924,533	24,148,683	1,191,099,632

Advisory vote on the Frequency of Advisory Vote on Executive Compensation

Vote Results	% Votes For	One year	Two years	Three years	Abstain	Broker Non-Votes
One Year	98.61%	5,069,287,701	6,534,144	64,434,058	9,620,111	1,191,099,632

Ratification of Deloitte & Touche LLP as our Independent Auditor for Fiscal Year 2024

Vote Results	% Votes For	For	Against	Abstain	Broker Non-Votes
Approved	95.27%	6,030,931,368	298,788,648	11,255,630	0

Shareholder Proposals

Report on Gender-Based Compensation and Benefit Gaps

Vote Results	% Votes For	For	Against	Abstain	Broker Non-Votes
Not Approved	1.01%	51,642,120	5,052,638,933	45,594,961	1,191,099,632

Report on Risk from Omitting Ideology in EEO Policy

Vote Results	% Votes For	For	Against	Abstain	Broker Non-Votes
Not Approved	0.81%	41,683,792	5,060,353,508	47,838,714	1,191,099,632

Report on Government Takedown Requests

Vote Results	% Votes For	For	Against	Abstain	Broker Non-Votes
Not Approved	1.78%	90,459,645	4,990,487,197	68,929,172	1,191,099,632

Report on Risks of Weapons Development

Vote Results	% Votes For	For	Against	Abstain	Broker Non-Votes
Not Approved	15.19%	772,125,694	4,309,033,970	68,716,350	1,191,099,632

Report on Climate Risks to Retirement Plan Beneficiaries

Vote Results	% Votes For	For	Against	Abstain	Broker Non-Votes
Not Approved	8.89%	451,480,750	4,624,893,737	73,501,527	1,191,099,632

Report on Tax Transparency

Vote Results	% Votes For	For	Against	Abstain	Broker Non-Votes
Not Approved	21.25%	1,087,190,237	4,026,777,970	35,907,807	1,191,099,632

Report on Data Operations in Human Rights Hotspots

Vote Results	% Votes For	For	Against	Abstain	Broker Non-Votes
Not Approved	33.57%	1,696,197,226	3,355,297,882	98,380,906	1,191,099,632

Mandate for Third-Party Political Reporting

Vote Results	% Votes For	For	Against	Abstain	Broker Non-Votes
Not Approved	5.37%	273,315,956	4,815,602,915	60,957,143	1,191,099,632

Report on AI Misinformation and Disinformation

Vote Results	% Votes For	For	Against	Abstain	Broker Non-Votes
Not Approved	21.16%	1,075,050,578	4,003,579,250	71,246,186	1,191,099,632

Related Information

Governance Pages

Microsoft Corp (MSFT)

stock details table

Volume
Market Cap
52 Week High
52 Week Low

2023 ANNUAL REPORT

VIEW ONLINE

DOWNLOAD NOW