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Investor Relations

Microsoft Corporation 2024 Final Proxy Voting Results

There were 9 items of business acted upon by shareholders. For more information on the proposals, see the Company’s Proxy Statement dated October 24, 2024, 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
Ratification of the Selection of Deloitte & Touche LLP as our Independent Auditor for Fiscal Year 2025
Majority of votes cast
No effect
Discretionary vote
Shareholder Proposals
Report on Risks of Weapons Development
Majority of votes cast
No effect
No effect
Assessment of Investing in Bitcoin
Majority of votes cast
No effect
No effect
Report on Data Operations in Human Rights Hotspots
Majority of votes cast
No effect
No effect
Report on Artificial Intelligence and Machine Learning Tools for Oil and Gas Development and Production
Majority of votes cast
No effect
No effect
Report on Al Misinformation and Disinformation
Majority of votes cast
No effect
No effect
Report on AI Data Sourcing Accountability
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
99.20%
5,148,624,453
41,556,212
8,911,649
1,218,114,166
Hugh F. Johnston
Re-elected
91.89%
4,768,792,470
420,605,495
9,694,349
1,218,114,166
Teri L. List
Re-elected
98.68%
5,120,774,949
68,560,265
9,757,100
1,218,114,166
Catherine MacGregor
Re-elected
99.83%
5,180,667,633
8,873,170
9,551,511
1,218,114,166
Mark A. L. Mason
Re-elected
99.59%
5,167,419,348
21,404,525
10,268,441
1,218,114,166
Satya Nadella
Re-elected
94.35%
4,878,901,541
291,907,066
28,283,707
1,218,114,166
Sandra E. Peterson
Re-elected
98.14%
5,092,981,786
96,435,357
9,675,171
1,218,114,166
Penny S. Pritzker
Re-elected
99.60%
5,170,315,477
20,548,862
8,227,975
1,218,114,166
Carlos A. Rodriguez
Re-elected
98.18%
5,094,003,865
94,407,242
10,681,207
1,218,114,166
Charles W. Scharf
Re-elected
98.26%
5,098,538,567
90,405,839
10,147,908
1,218,114,166
John W. Stanton
Re-elected
99.40%
5,158,411,139
30,890,450
9,790,725
1,218,114,166
Emma N. Walmsley
Re-elected
99.07%
5,141,345,085
48,471,729 
9,275,500
1,218,114,166

Management Proposals

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

Vote Results % Votes For For Against Abstain Broker Non-Votes
Approved
91.34% 
4,727,655,048
448,256,975
23,180,291
1,218,114,166

Ratification of Deloitte & Touche LLP as our Independent Auditor for Fiscal Year 2025

Vote Results % Votes For For Against Abstain Broker Non-Votes
Approved
94.32%
6,042,000,471
364,022,603
11,183,406
0

Shareholder Proposals

Report on Risks of Weapons Development

Vote Results % Votes For For Against Abstain Broker Non-Votes
  Not approved
15.26%
783,837,170
4,353,192,956
62,062,188
1,218,114,166

Assessment of Investing in Bitcoin

Vote Results % Votes For For Against Abstain Broker Non-Votes
  Not approved
0.55%
28,234,424
5,148,248,368
22,609,522
1,218,114,166

Report on Data Operations in Human Rights Hotspots

Vote Results % Votes For For Against Abstain Broker Non-Votes
Not approved
32.03% 
1,647,287,434
3,495,428,268
56,376,612
1,218,114,166

Report on Artificial Intelligence and Machine Learning Tools for Oil and Gas Development and Production

Vote Results % Votes For For Against Abstain Broker Non-Votes
Not approved
9.71%
498,928,539
4,641,011,840
59,151,935
1,218,114,166

Report on Al Misinformation and Disinformation

Vote Results % Votes For For Against Abstain Broker Non-Votes
Not approved
18.67%
956,598,432
4,167,583,544
74,910,338
1,218,114,166

Report on AI Data Sourcing Accountability

Vote Results % Votes For For Against Abstain Broker Non-Votes
Not approved
36.19%
1,803,298,481
3,179,152,976
216,640,857
1,218,114,166

Microsoft Corp (MSFT)

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