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Meeting calendar
MSFT · Annual meeting · Friday, December 5, 2025

Microsoft Corp

12 nominees · 10 ballot items.

A four-management-proposal slate including director elections, say-on-pay, auditor ratification, and the 2026 stock plan; plus six shareholder proposals addressing European security program censorship risk audits, AI data usage oversight, data operations in human rights hotspots, human rights due diligence, AI and machine learning tools for oil and gas development and production, and AI data ethics in training data considerations.

Market cap
$2.9T
1Y TSR
-24.1%
Board grade
B-
Record date
Sep 30, 2025
Filing
DEF 14A
Meeting concluded · Dec 5, 2025

Follow how the vote landed and what changed on Microsoft Corp’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.

Proposals

On the ballot10

  1. 1

    Election of 12 Directors

    ManagementBoard: FOR

    Election of twelve director nominees to serve until the next annual meeting, including John David Rainey as a new nominee; directors are elected by majority vote of the votes cast.

  2. 2

    Advisory Vote to Approve Named Executive Officer Compensation

    ManagementBoard: FOR

    A nonbinding say-on-pay vote on the compensation paid to the company’s Named Executive Officers as described in the Compensation Discussion and Analysis.

  3. 3

    Ratification of the Selection of Deloitte & Touche LLP as our Independent Auditor for Fiscal Year 2026

    ManagementBoard: FOR

    Ratify Deloitte & Touche LLP as Microsoft’s independent registered public accounting firm for fiscal year 2026.

  4. 4

    Approval of the Microsoft Corporation 2026 Stock Plan

    ManagementBoard: FOR

    Approve the 2026 Stock Plan to replace the 2017 Stock Plan, including the share reserve, terms, and governance provisions; the plan becomes effective if approved.

  5. 5

    European Security Program Censorship Risk Audit

    Shareholder — National Center for Public Policy Research

    Shareholders request a report evaluating the risk that Microsoft’s European Security Program could be used to censor legitimate speech.

  6. 6

    Report on Risks of Censorship in Generative Artificial Intelligence

    Shareholder — Ridgeline Research LLC, on behalf of American Conservative Values ETF

    Shareholders request a report assessing the risk that AI systems could be used to censor or bias viewpoints, including religious and political perspectives, in GenAI.

  7. 7

    Report on AI Data Usage Oversight

    Shareholder — National Legal and Policy Center

    Shareholders request a report regarding Microsoft’s data sourcing for AI training and the governance around data usage and privacy considerations.

  8. 8

    Report on Data Operations in Human Rights Hotspots

    Shareholder — Mari Mennel-Bell, on behalf of individual shareholder Olga Bell Greenbaum D’Angelo

    Shareholders request a report evaluating Microsoft cloud datacenter siting and operations in regions with significant human rights concerns and mitigating steps.

  9. 9

    Report on Human Rights Due Diligence

    Shareholder — Religious of the Sacred Heart of Mary and co-filers

    Shareholders request a report evaluating Microsoft’s human rights due diligence processes in preventing, identifying, and addressing human rights abuses in relation to its products and services.

  10. 10

    Report on AI and Machine Learning Tools for Oil and Gas Development and Production

    Shareholder — As You Sow and co-filers

    Shareholders request a report on climate and financial risks associated with Microsoft’s AI/ML tools provided to oil and gas developers.

Director elections

Nominees on the ballot12

Independent
Tenure on this board
9.3 yrs
Also a director at
Aurora Innovation Inc (AUR)
Independent
Tenure on this board
8.8 yrs
Also a director at
Hca Healthcare Inc (HCA)
Independent
Tenure on this board
11.8 yrs
Also a director at
Danaher Corp (DHR)Visa Inc (V)Lululemon Athletica Inc (LULU)
Independent
Tenure on this board
11.5 yrs
Also a director at
Seaport Therapeutics Inc (SPTX)
Independent
Tenure on this board
11.8 yrs
Also a director at
Wells Fargo & Company (WFC)
Independent
Tenure on this board
12.0 yrs
Also a director at
Costco Wholesale Corp (COST)
Ownership

Top institutional holders10

Latest 13F quarter
1VANGUARD CAPITAL MANAGEMENT LLC6.5%482,558,086$178.6B
2STATE STREET CORP4.1%306,708,289$113.5B
3BlackRock, Inc.2.9%219,113,746$81.1B
4VANGUARD PORTFOLIO MANAGEMENT LLC2.3%167,490,848$62.0B
5GEODE CAPITAL MANAGEMENT, LLC2.2%165,605,989$61.1B
6BlackRock, Inc.2.1%153,847,628$56.9B
7FMR LLC1.7%123,544,716$45.7B
8PRICE T ROWE ASSOCIATES INC /MD/1.4%106,522,748$39.4B
9Capital Research Global Investors1.3%96,093,061$35.6B
10BlackRock, Inc.0.9%64,709,146$24.0B
Filings

Recent key filings

Periodic reports
Definitive proxies
Reference

Frequently asked questions

When is the Microsoft Corp 2025 annual meeting?
Microsoft Corp (MSFT) holds its 2025 annual shareholder meeting on Friday, December 5, 2025.
What is the record date for the Microsoft Corp 2025 meeting?
The record date for the Microsoft Corp 2025 meeting is Tuesday, September 30, 2025. Shareholders of record on or before that date are eligible to vote.
Who are the director nominees for Microsoft Corp's 2025 meeting?
The board is presenting 12 director nominees at the Microsoft Corp 2025 meeting, listed with their independence status and background.
What proposals will shareholders vote on at the Microsoft Corp 2025 meeting?
Shareholders will vote on 10 proposals at the Microsoft Corp 2025 meeting, each tagged with who proposed it and the board's recommendation.
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