Microsoft Corporation 2023 Final Proxy Voting Results
There were 13 items of business acted upon by shareholders. For more information on the proposals, see the Company’s Proxy Statement dated October 19, 2023, which you may view here. The following table summarizes the vote threshold required for passage of each proposal and the effect of abstentions and uninstructed shares held by brokers.
| Votes Required for Approval | Abstentions | Uninstructed Shares | |
|---|---|---|---|
| Management Proposals | |||
| Election of 12 Directors |
Majority of votes cast
|
No effect
|
No effect
|
| Advisory Vote to Approve Named Executive Officer Compensation ("say-on-pay vote") |
Majority of votes cast
|
No effect
|
No effect
|
| Advisory Vote on the Frequency of Advisory Vote on Executive Compensation |
Plurality of votes cast
|
No effect
|
No effect
|
| Ratification of the Selection of Deloitte & Touche LLP as our Independent Auditor for Fiscal Year 2024 |
Majority of votes cast
|
No effect
|
No effect
|
| Shareholder Proposals | |||
| Report on Gender-Based Compensation and Benefit Gaps |
Majority of votes cast
|
No effect
|
No effect
|
| Report on Risk from Omitting Ideology in EEO Policy |
Majority of votes cast
|
No effect
|
No effect
|
| Report on Government Takedown Requests |
Majority of votes cast
|
No effect
|
No effect
|
| Report on Risks of Weapons Development |
Majority of votes cast
|
No effect
|
No effect
|
| Report on Climate Risks to Retirement Plan Beneficiaries |
Majority of votes cast
|
No effect
|
No effect
|
| Report on Tax Transparency |
Majority of votes cast
|
No effect
|
No effect
|
| Report on Data Operations in Human Rights Hotspots |
Majority of votes cast
|
No effect
|
No effect
|
| Mandate for Third-Party Political Reporting |
Majority of votes cast
|
No effect
|
No effect
|
| Report on Al Misinformation and Disinformation |
Majority of votes cast
|
No effect
|
No effect
|
The final voting results for the proposals were as follows:
Election of 12 Directors
| Vote Results | % Votes For | For | Against | Abstain | Broker Non-Votes | |
|---|---|---|---|---|---|---|
| Reid G. Hoffman |
Re-Elected
|
99.30%
|
5,099,793,186
|
35,610,548
|
14,472,280
|
1,191,099,632
|
| Hugh F. Johnston |
Re-Elected
|
91.29%
|
4,693,142,780
|
447,707,365
|
9,025,869
|
1,191,099,632
|
| Teri L. List |
Re-Elected
|
97.99%
|
5,037,999,367
|
103,082,084
|
8,794,563
|
1,191,099,632
|
| Catherine MacGregor |
Elected
|
99.77%
|
5,129,394,127
|
11,706,923
|
8,774,964
|
1,191,099,632
|
| Mark A. L. Mason |
Elected
|
99.78%
|
5,129,864,831
|
10,925,164
|
9,086,019
|
1,191,099,632
|
| Satya Nadella |
Re-Elected
|
94.36%
|
4,838,647,785
|
289,118,177
|
22,110,052
|
1,191,099,632
|
| Sandra E. Peterson |
Re-Elected
|
98.13%
|
5,045,355,824
|
95,982,672
|
8,537,518
|
1,191,099,632
|
| Penny S. Pritzker |
Re-Elected
|
99.61%
|
5,121,255,514
|
19,710,256
|
8,910,244
|
1,191,099,632
|
| Carlos A. Rodriguez |
Re-Elected
|
97.32%
|
5,003,573,390
|
137,421,562
|
8,881,062
|
1,191,099,632
|
| Charles W. Scharf |
Re-Elected
|
98.48%
|
5,062,612,671
|
78,115,873
|
9,147,470
|
1,191,099,632
|
| John W. Stanton |
Re-Elected
|
99.49%
|
5,115,129,701
|
25,719,893
|
9,026,420
|
1,191,099,632
|
| Emma N. Walmsley |
Re-Elected
|
99.02%
|
5,091,160,704
|
49,967,509
|
8,747,801
|
1,191,099,632
|
Management Proposals
Advisory Vote on Executive Compensation (“say-on-pay vote”)
| Vote Results | % Votes For | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Approved |
93.77%
|
4,806,802,798
|
318,924,533
|
24,148,683
|
1,191,099,632
|
Advisory vote on the Frequency of Advisory Vote on Executive Compensation
| Vote Results | % Votes For | One year | Two years | Three years | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|---|
| One Year |
98.61%
|
5,069,287,701
|
6,534,144
|
64,434,058
|
9,620,111
|
1,191,099,632
|
Ratification of Deloitte & Touche LLP as our Independent Auditor for Fiscal Year 2024
| Vote Results | % Votes For | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Approved |
95.27%
|
6,030,931,368
|
298,788,648
|
11,255,630
|
0
|
Shareholder Proposals
Report on Gender-Based Compensation and Benefit Gaps
| Vote Results | % Votes For | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Not Approved |
1.01%
|
51,642,120
|
5,052,638,933
|
5,052,638,933
|
1,191,099,632
|
Report on Risk from Omitting Ideology in EEO Policy
| Vote Results | % Votes For | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Not Approved |
0.81%
|
41,683,792
|
5,060,353,508
|
47,838,714
|
1,191,099,632
|
Report on Government Takedown Requests
| Vote Results | % Votes For | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Not Approved |
1.78%
|
90,459,645
|
4,990,487,197
|
68,929,172
|
1,191,099,632
|
Report on Risks of Weapons Development
| Vote Results | % Votes For | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Not Approved |
15.19%
|
772,125,694
|
4,309,033,970
|
68,716,350
|
1,191,099,632
|
Report on Climate Risks to Retirement Plan Beneficiaries
| Vote Results | % Votes For | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Not Approved |
8.89%
|
451,480,750
|
4,624,893,737
|
73,501,527
|
1,191,099,632
|
Report on Tax Transparency
| Vote Results | % Votes For | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Not Approved |
21.25%
|
1,087,190,237
|
4,026,777,970
|
35,907,807
|
1,191,099,632
|
Report on Data Operations in Human Rights Hotspots
| Vote Results | % Votes For | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Not Approved |
33.57%
|
1,696,197,226
|
3,355,297,882
|
98,380,906
|
1,191,099,632
|
Mandate for Third-Party Political Reporting
| Vote Results | % Votes For | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Not Approved |
5.37%
|
273,315,956
|
4,815,602,915
|
60,957,143
|
1,191,099,632
|
Report on AI Misinformation and Disinformation
| Vote Results | % Votes For | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Not Approved |
21.16%
|
1,075,050,578
|
4,003,579,250
|
71,246,186
|
1,191,099,632
|
