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 15, 2011

 

 

Microsoft Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

 

Washington

(State or Other Jurisdiction of Incorporation)

 

0-14278   91-1144442
(Commission File Number)   (IRS Employer Identification No.)
One Microsoft Way, Redmond, Washington   98052-6399
(Address of Principal Executive Offices)   (Zip Code)

(425) 882-8080

(Registrant’s 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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders

On November 15, 2011, Microsoft Corporation (the “Company”) held its 2011 Annual Meeting of Shareholders (the “Annual Meeting”). There were 8,439,183,519 shares of common stock entitled to be voted. There were 7,163,268,502 shares voted in person or by proxy. At the Annual Meeting:

(1) The shareholders voted to elect each of the nine (9) nominees for director.

(2) The shareholders approved , on an advisory basis, the compensation of the Company’s named executive officers.

(3) The shareholders voted, on an advisory basis, as set forth below on the frequency of future advisory votes on executive compensation.

(4) The shareholders voted to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2012.

(5) The shareholders rejected a shareholder proposal to amend the Company’s Bylaws to establish a board committee on environmental sustainability.

The Company’s inspector of election certified the following vote tabulations:

Election of Directors

 

    Vote Results   % Votes For   For   Against   Abstain   Broker Non-
Votes

Steven A. Ballmer

  Re-elected   92.02%   5,394,493,938   467,694,833   13,687,942   1,287,391,789

Dina Dublon

  Re-elected   99.35%   5,826,106,718   37,828,125   11,941,870   1,287,391,789

William H. Gates III

  Re-elected   99.12%   5,813,083,115   51,673,183   11,120,415   1,287,391,789

Raymond V. Gilmartin

  Re-elected   99.44%   5,831,318,332   32,603,068   11,955,313   1,287,391,789

Reed Hastings

  Re-elected   99.28%   5,820,673,506   42,159,149   13,044,058   1,287,391,789

Maria Klawe

  Re-elected   99.47%   5,833,007,452   30,865,811   12,003,450   1,287,391,789

David F. Marquardt

  Re-elected   99.04%   5,804,465,780   56,511,865   14,899,068   1,287,391,789

Charles H. Noski

  Re-elected   99.39%   5,827,995,246   35,777,564   12,103,903   1,287,391,789

Helmut Panke

  Re-elected   99.21%   5,817,846,185   46,112,213   11,918,316   1,287,391,789

 

Advisory Vote on Executive Compensation

 

 
    Vote Results   % Votes For   For   Against   Abstain   Broker Non-
Votes
  Approved   98.94%   5,794,301,659   62,024,061   19,550,993   1,287,391,789

 

Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation

 

 
        Every
Year
  Every 2 Years   Every 3 Years   Abstain   Broker Non-
Votes
    4,924,089,088   24,381,420   910,958,574   16,447,631   1,287,391,789
    84.04%   0.42%   15.55%    

 

Ratification of Appointment of Independent Auditors

 

 
    Vote Results   % Votes For   For   Against   Abstain   Broker Non-
Votes
  Approved   98.79%   7,061,341,399   86,507,095   15,420,008   0

 

Board Committee on Environment Sustainability

 

 
    Vote Results   % Votes For   For   Against   Abstain   Broker Non-
Votes
  Not Approved   3.55%   182,171,957   4,946,904,987   746,799,769   1,287,391,789


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.

 

        MICROSOFT CORPORATION
        (Registrant)

 

Date: November 17, 2011

 

       
        /s/ John A. Seethoff
       

 

       

John A. Seethoff

Assistant Secretary