MICROSOFT CORPORATION Item 5.07. Submission of Matters to a Vote of Security Holders
OnDecember 13, 2022 ,Microsoft Corporation (the "Company") held its 2022 Annual Shareholders Meeting (the "Annual Meeting"). There were 7,456,502,484 shares of common stock entitled to be voted at the Annual Meeting, of which 6,407,164,715 were voted in person or by proxy. The results for each item submitted for a vote of shareholders are as follows. The shareholders:
(1) Voted to elect each of the twelve (12) nominees for director.
(2) Approved, on an advisory basis, the compensation of the Company's named executive officers.
(3) Voted to ratify the appointment of
(4) Did not approve a shareholder proposal concerning a cost/benefit analysis of diversity and inclusion.
(5) Did not approve a shareholder proposal concerning a report on hiring of persons with arrest or incarceration records.
(6) Did not approve a shareholder proposal concerning a report on investment of retirement funds in companies contributing to climate change
(7) Did not approve a shareholder proposal concerning a report on government use of Microsoft technology.
(8) Did not approve a shareholder proposal concerning a report on development of products for the military.
(9) Did not approve a shareholder proposal concerning a report on tax transparency.
The Company's inspector of election certified the following vote tabulations:
Election of Directors
% Votes Broker
Director Vote Results For For Against Abstain Non-Votes
Reid G. Hoffman Re-elected 99.36 % 5,160,882,524 33,174,425 7,489,821 1,205,617,945
Hugh F. Johnston Re-elected 97.22 % 5,049,948,273 144,383,497 7,215,000 1,205,617,945
Teri L. List Re-elected 98.11 % 5,096,798,624 97,765,350 6,982,796 1,205,617,945
Satya Nadella Re-elected 94.81 %
4,910,653,831 268,298,408 22,594,531 1,205,617,945
Re-elected 97.93 %
5,087,619,318 107,175,209 6,752,243 1,205,617,945
Re-elected 99.62 %
5,175,115,956 19,592,685 6,838,129 1,205,617,945
Re-elected 99.53 % 5,170,479,184 23,953,746 7,113,840 1,205,617,945
Charles W. Scharf Re-elected 98.62 % 5,122,800,449 71,604,817 7,141,504 1,205,617,945
John W. Stanton Re-elected 99.50 % 5,168,492,930 25,964,121 7,089,719 1,205,617,945
John W. Thompson Re-elected 98.77 % 5,099,883,372 63,367,837 38,295,561 1,205,617,945
Emma N. Walmsley Re-elected 98.65 % 5,125,070,256 69,672,875 6,803,639 1,205,617,945
Padmasree Warrior Re-elected 98.64 % 5,124,164,692 70,387,897 6,994,181 1,205,617,945
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Advisory Vote to Approve Named Executive Officer Compensation
Broker
Vote result % Votes For For Against Abstain Non-Votes
Approved 88.84 % 4,592,889,815 576,592,671 32,064,284 1,205,617,945
Ratification of Appointment of Independent Auditor for Fisal Year 2023
Broker
Vote result % Votes For For Against Abstain Non-Votes
Approved 95.37 % 6,090,828,328 295,468,078 20,868,309 N/A
Shareholder Proposal: Cost/Benefit Analysis of Diversity and Inclusion
Broker
Vote result % Votes For For Against Abstain Non-Votes
Not approved 1.26 % 65,452,580 5,096,572,869 39,521,321 1,205,617,945
Shareholder Proposal: Report on Hiring of Persons with Arrest or Incarceration
Records
Broker
Vote result % Votes For For Against Abstain Non-Votes
Not approved 10.93 % 561,881,321 4,575,515,870 64,149,579 1,205,617,945
Shareholder Proposal: Report on Investment of Retirement Funds in Companies Contributing to Climate Change
Broker
Vote result % Votes For For Against Abstain Non-Votes
Not approved 11.21 % 558,833,392 4,423,581,196 219,132,182 1,205,617,945
Shareholder Proposal: Report on Government Use of Microsoft Technology
Broker
Vote result % Votes For For Against Abstain Non-Votes
Not approved 20.43 % 1,052,632,888 4,099,222,359 49,691,523 1,205,617,945
Shareholder Proposal: Report on Development of Products for Military
Broker
Vote result % Votes For For Against Abstain Non-Votes
Not approved 10.52 % 538,430,806 4,575,935,372 87,180,592 1,205,617,945
Shareholder Proposal: Report on Tax Transparency
Broker
Vote result % Votes For For Against Abstain Non-Votes
Not approved 22.97 % 1,188,222,206 3,982,547,802 30,776,762 1,205,617,945
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