Current Report Filing (8-k)
December 01 2016 - 4:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR
15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 30, 2016
Microsoft Corporation
(Exact Name of
Registrant as Specified in Its Charter)
Washington
(State or Other Jurisdiction of Incorporation)
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001-37845
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91-1144442
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One Microsoft Way, Redmond, Washington
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98052-6399
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(Address of Principal Executive Offices)
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(Zip Code)
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(425) 882-8080
(Registrants Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07 Submission of Matters to a Vote of Security Holders
On November 30, 2016, Microsoft Corporation (the Company) held its 2016 Annual Shareholders Meeting (the Annual Meeting). There
were 7,779,736,996 shares of common stock entitled to be voted, of which 6,894,716,318 were voted in person or by proxy. At the Annual Meeting:
(1)
The shareholders voted to elect each of the eleven (11) nominees for director.
(2) The shareholders approved, on an advisory basis, the
compensation of the Companys named executive officers.
(3) The shareholders voted to ratify the appointment of Deloitte & Touche LLP
as the Companys independent registered public accounting firm for fiscal year 2017.
(4) The shareholders approved an amendment to the
Companys Articles of Incorporation.
(5) The shareholders approved the French Sub Plan under the 2001 Stock Plan.
(6) The shareholders rejected a non-binding shareholder proposal to amend the Companys proxy access bylaw.
The Companys inspector of election certified the following vote tabulations:
Election of directors
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Vote result
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% Votes
For
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For
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Against
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Abstain
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Broker
Non-votes
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William H. Gates III
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Re-elected
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99.6
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%
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5,575,617,586
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23,161,409
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3,630,178
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1,292,307,145
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Teri L. List-Stoll
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Re-elected
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99.9
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%
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5,591,273,174
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6,357,894
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4,778,105
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1,292,307,145
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G. Mason Morfit
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Re-elected
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99.4
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%
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5,566,392,994
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31,052,658
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4,963,521
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1,292,307,145
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Satya Nadella
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Re-elected
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99.8
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%
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5,584,792,413
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13,408,811
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4,207,949
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1,292,307,145
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Charles H. Noski
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Re-elected
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99.1
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%
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5,543,846,320
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51,444,972
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7,117,881
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1,292,307,145
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Helmut Panke
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Re-elected
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99.1
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%
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5,544,681,610
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50,579,271
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7,148,292
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1,292,307,145
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Sandra E. Peterson
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Re-elected
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99.9
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%
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5,591,547,972
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5,862,005
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4,999,196
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1,292,307,145
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Charles W. Scharf
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Re-elected
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99.5
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%
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5,571,794,442
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25,647,798
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4,966,933
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1,292,307,145
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John W. Stanton
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Re-elected
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99.4
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%
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5,565,591,947
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31,906,388
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4,910,838
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1,292,307,145
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John W. Thompson
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Re-elected
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99.8
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%
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5,589,164,855
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8,503,166
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4,741,152
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1,292,307,145
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Padmasree Warrior
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Re-elected
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99.5
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%
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5,572,072,762
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25,266,874
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5,069,537
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1,292,307,145
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Advisory vote on executive compensation
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Vote result
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% Votes
For
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For
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Against
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Abstain
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Broker
Non-votes
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Approved
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96.1
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%
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5,361,963,742
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218,233,286
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22,212,145
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1,292,307,145
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Ratification of appointment of independent auditors
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Vote result
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% Votes
For
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For
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Against
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Abstain
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Broker
Non-votes
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Approved
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98.8
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%
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6,798,905,732
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85,344,033
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10,466,553
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0
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Amendment to the Companys Articles of Incorporation
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Vote result
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% Votes
For
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For
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Against
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Abstain
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Broker
Non-votes
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Approved
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71.5
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%
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5,566,320,739
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27,171,557
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8,916,877
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1,292,307,145
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Approval of the French Sub Plan under the 2001 Stock Plan
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Vote result
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% Votes
For
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For
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Against
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Abstain
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Broker
Non-votes
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Approved
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97.6
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%
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5,418,980,911
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135,313,255
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48,115,007
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1,292,307,145
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Shareholder proposal to amend proxy access bylaw
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Vote result
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% Votes
For
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For
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Against
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Abstain
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Broker
Non-votes
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Rejected
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26.8
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%
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1,477,965,264
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4,035,982,475
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88,461,434
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1,292,307,145
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
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3.1
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Amended and Restated Articles of Incorporation of Microsoft Corporation
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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MICROSOFT CORPORATION
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(Registrant)
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Date: December 1, 2016
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/S/ JOHN A. SEETHOFF
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John A. Seethoff
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Corporate Secretary
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INDEX TO EXHIBITS
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Exhibit
No.
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Description
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3.1
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Amended and Restated Articles of Incorporation of Microsoft Corporation
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