MSFT 8-K — Smart Summary

Microsoft Corporation held its 2023 Annual Shareholders Meeting on December 7, 2023, with 6,340,975,646 of 7,429,030,596 eligible shares voted in person or by proxy. Thirteen proposals were submitted to a vote, including election of 12 directors, 3 management proposals, and 9 shareholder proposals.

• Reid G. Hoffman — 5,099,793,186 for / 35,610,548 against (99.30%)
• Hugh F. Johnston — 4,693,142,780 for / 447,707,365 against (91.29%)
• Teri L. List — 5,037,999,367 for / 103,082,084 against (97.99%)
• Catherine MacGregor — 5,129,394,127 for / 11,706,923 against (99.77%)
• Mark A. L. Mason — 5,129,864,831 for / 10,925,164 against (99.78%)
• Satya Nadella — 4,838,647,785 for / 289,118,177 against (94.36%)
• Sandra E. Peterson — 5,045,355,824 for / 95,982,672 against (98.13%)
• Penny S. Pritzker — 5,121,255,514 for / 19,710,256 against (99.61%)
• Carlos A. Rodriguez — 5,003,573,390 for / 137,421,562 against (97.32%)
• Charles W. Scharf — 5,062,612,671 for / 78,115,873 against (98.48%)
• John W. Stanton — 5,115,129,701 for / 25,719,893 against (99.49%)
• Emma N. Walmsley — 5,091,160,704 for / 49,967,509 against (99.02%)

• Advisory Vote to Approve Named Executive Officer Compensation — 4,806,802,798 for / 318,924,533 against / 24,148,683 abstain (93.77%) — passed
• Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation — 5,069,287,701 for one year / 6,534,144 for two years / 64,434,058 for three years / 9,620,111 abstain (98.61% for one year) — one year passed; company adopted annual frequency
• Ratification of Appointment of Deloitte & Touche LLP as Independent Auditor for Fiscal Year 2024 — 6,030,931,368 for / 298,788,648 against / 11,255,630 abstain (95.27%) — passed

• Report on Gender-Based Compensation and Benefit Gaps — 51,642,120 for / 5,052,638,933 against / 45,594,961 abstain (1.01%) — failed
• Report on Risk from Omitting Ideology in EEO Policy — 41,683,792 for / 5,060,353,508 against / 47,838,714 abstain (0.81%) — failed
• Report on Government Takedown Requests — 90,459,645 for / 4,990,487,197 against / 68,929,172 abstain (1.78%) — failed
• Report on Risks of Weapons Development — 772,125,694 for / 4,309,033,970 against / 68,716,350 abstain (15.19%) — failed
• Report on Climate Risks to Retirement Plan Beneficiaries — 451,480,750 for / 4,624,893,737 against / 73,501,527 abstain (8.89%) — failed
• Report on Tax Transparency — 1,087,190,237 for / 4,026,777,970 against / 35,907,807 abstain (21.25%) — failed
• Report on Data Operations in Human Rights Hotspots — 1,696,197,226 for / 3,355,297,882 against / 98,380,906 abstain (33.57%) — failed
• Mandate for Third-Party Political Reporting — 273,315,956 for / 4,815,602,915 against / 60,957,143 abstain (5.37%) — failed
• Report on AI Misinformation and Disinformation — 1,075,050,578 for / 4,003,579,250 against / 71,246,186 abstain (21.16%) — failed