Current Report Filing (8-k)
September 19 2017 - 5:15PM
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) September 19, 2017
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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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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule
405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(b) Director retirement. Mason Morfit, who has served on the Microsoft Board of Directors since 2014, has informed the Company he has decided to retire from the
Board and will not seek re-election at the 2017 annual shareholders meeting. His retirement will be effective on that date.
(d) Director appointment. On
September 19, 2017, Microsoft Corporation (Microsoft) issued a press release to announce that the Microsoft Board of Directors appointed Hugh Johnston to the Microsoft Board of Directors, effective immediately. Mr. Johnston,
age 56, is vice chairman and chief financial officer of PepsiCo, Inc. Mr. Johnston will serve on the Audit Committee of the Board.
Mr. Johnston will
receive the same compensation as other
non-employee
Microsoft directors as described in the Microsoft 2016 Proxy Statement under Director compensation.
There is no arrangement or understanding between Mr. Johnston and any other persons pursuant to which he was selected as a director. Mr. Johnston has no
direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
Mr. Johnston and Microsoft have entered into the standard Microsoft director
indemnification agreement, whereby Microsoft agrees to indemnify, defend and hold its directors harmless from and against losses and expenses incurred as a result of their board service, subject to the terms and conditions provided in the agreement.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURES
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: September 19, 2017
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/s/ JOHN A. SEETHOFF
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John A. Seethoff
Secretary
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INDEX TO EXHIBITS
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Exhibit
No.
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Description of Exhibit
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99.1
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Press release dated September 19, 2017
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