2022 Proxy Statement
Microsoft Notice of 2022 Annual Shareholders Meeting
Date
December 13, 2022
Time
8:30 a.m. Pacific Time
Virtual Meeting
This year’s meeting is a virtual shareholders meeting at virtualshareholdermeeting.com/MSFT22
Record Date
October 12, 2022. Only shareholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting.
Proxy Voting
Make your vote count. Please vote your shares promptly to ensure the presence of a quorum during the Annual Meeting. Voting your shares now via the Internet, by telephone, or by signing, dating, and returning the enclosed proxy card or voting instruction form will save the expense of additional solicitation. If you wish to vote by mail, we have enclosed an addressed envelope with postage prepaid if mailed in the United States. Submitting your proxy now will not prevent you from voting your shares during the Annual Meeting, as your proxy is revocable at your option. We are requesting your vote to:
Items of Business
Elect the 12 director nominees named in this Proxy Statement
Approve, on a nonbinding advisory basis, the compensation paid to our named executive officers (“say-on-pay vote”)
Ratify the selection of Deloitte & Touche LLP as our independent auditor for fiscal year 2023
Vote on six shareholder proposals, if properly presented at the Annual Meeting
Transact other business that may properly come before the Annual Meeting
Address of Corporate Headquarters
One Microsoft Way, Redmond, WA 98052
Meeting Details
See Part 5 – Information About the Meeting for details.
Important notice regarding the availability of proxy materials for the Annual Meeting to be held on December 13, 2022.
Our 2022 Proxy Statement and Annual Report to Shareholders are available at microsoft.com/investor.
Key Shareholder Proposals
Shareholder Proposal 4
Resolved, that the board commission an independent report to assess whether governmental customer use of Microsoft’s technology, including defense contract use, does or can contribute to violations of privacy, civil and human rights, and conflicts with the policies and principles set forth in Microsoft’s CSR Report and other public disclosures.
Shareholder Proposal 5
Shareholders request that the board issue an independent, third-party report, at reasonable expense and excluding proprietary information, to assess the reputational and financial risks to the company for being identified as a company involved in the development of weapons used by the military for training and/or combat purposes.