Microsoft Shareholders Vote on “Say-on-Pay,” Other Measures

Posted by John Seethoff
Vice President and Deputy General Counsel

Over the last few months Microsoft General Counsel Brad Smith and I have blogged about our Board of Directors’ consideration of “Say-on-Pay” proposals that enable shareholders to weigh-in on our executive compensation practices.

As we shared in September, our Board approved a policy that enables Microsoft shareholders to cast a non-binding, advisory vote every three years on the compensation programs for our senior executive officers.  The first vote took place at our annual shareholders’ meeting today in Bellevue, Washington.  Nearly 99 percent of the ballots received supported Microsoft’s compensation practices.

Earlier this week, Brad and Edward J. Durkin, director of the corporate affairs department of the United Brotherhood of Carpenters and Joiners of America, co-authored an op-ed in Roll Call that explains why Microsoft chose a three-year voting cycle, rather than annual “Say-on-Pay” votes as some have advocated.  The three-year cycle was actually drawn from a proposal Microsoft received from the UBC.   If you’re interested in this issue, please take a look at the op-ed and leave us a comment to let us know what you think.

Also at today’s annual meeting, shareholders supported a board-sponsored proposal to amend our articles of incorporation to give our shareholders the right to call special shareholder meetings.  The proposal received a vote of over 99 percent of votes cast (and 85 percent of shares entitled to vote).

Additionally, Microsoft’s shareholders today:

• Elected nine directors to serve until the next annual meeting. (Additional information about the directors and their revised committee assignments is available here)  
• Ratified the selection of Deloitte & Touche LLP as the company’s independent auditor.
• Voted down two shareholder proposals related to health care reform and charitable contributions.

A replay of the annual meeting is available via Web cast on our Investor Relations site, which also contains a complete breakdown of today’s vote results. For additional information about corporate governance at Microsoft, please click here

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