Edgar Filing: MICROSOFT CORP

MICROSOFT CORPORATION

(Registrant)

Date: November 20, 2013

/S/ JOHN A. SEETHOFF

John A. Seethoff

Assistant Secretary

8-K

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 19, 2013

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 19, 2013, Microsoft Corporation (the “Company”) held its 2013 Annual Meeting of Shareholders (the “Annual Meeting”). There were 8,360,743,755 shares of common stock entitled to be voted. There were 7,016,304,432 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) Shareholders approved the material terms of the performance goals under the Executive Officer Incentive Plan.

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

(4) The shareholders voted to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2014.

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		90.66%		5,343,992,039		550,387,064		17,028,819		1,104,896,510
Dina Dublon	Re-elected		99.02%		5,834,817,507		57,805,254		18,785,161		1,104,896,510
William H. Gates III	Re-elected		98.13%		5,428,035,168		103,236,437		46,883,327		1,104,896,510
Maria Klawe	Re-elected		99.04%		5,506,251,626		53,127,693		18,775,613		1,104,896,510
Stephen J. Luczo	Re-elected		99.05%		5,506,325,662		52,660,859		19,168,411		1,104,896,510
David F. Marquardt	Re-elected		93.88%		5,218,345,040		340,422,382		19,387,510		1,104,896,510
Charles H. Noski	Re-elected		99.10%		5,838,893,714		52,927,642		19,586,566		1,104,896,510
Helmut Panke	Re-elected		98.73%		5,816,987,294		74,785,112		19,635,516		1,104,896,510
John W. Thompson	Re-elected		91.41%		5,376,806,307		505,282,952		29,318,663		1,104,896,510

Approval of material terms of the performance goals under the Executive Officer Incentive Plan
	Vote Results	% Votes For		For		Against		Abstain		Broker Non- Votes


	Approved		97.87%		5,759,859,245		125,408,870		26,139,807		1,104,896,510

Advisory vote on executive compensation
	Vote Results	% Votes For		For		Against		Abstain		Broker Non- Votes


	Approved		95.90%		5,635,546,611		241,232,466		34,628,845		1,104,896,510

Ratification of appointment of independent auditors
	Vote Results	% Votes For		For		Against		Abstain		Broker Non- Votes


	Approved		98.74%		6,569,474,308		83,902,561		29,674,573		0

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.