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.
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.
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.
Ratify Deloitte & Touche LLP as Microsoft’s independent registered public accounting firm for fiscal year 2026.
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.
Shareholders request a report evaluating the risk that Microsoft’s European Security Program could be used to censor legitimate speech.
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.
Shareholders request a report regarding Microsoft’s data sourcing for AI training and the governance around data usage and privacy considerations.
Shareholders request a report evaluating Microsoft cloud datacenter siting and operations in regions with significant human rights concerns and mitigating steps.
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.
Shareholders request a report on climate and financial risks associated with Microsoft’s AI/ML tools provided to oil and gas developers.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.50% | 482,558,086 | $178.6B |
| 2 | STATE STREET CORP | 4.13% | 306,708,289 | $113.5B |
| 3 | BlackRock, Inc. | 2.95% | 219,113,746 | $81.1B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.25% | 167,490,848 | $62.0B |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.23% | 165,605,989 | $61.1B |
| 6 | BlackRock, Inc. | 2.07% | 153,847,628 | $56.9B |
| 7 | FMR LLC | 1.66% | 123,544,716 | $45.7B |
| 8 | PRICE T ROWE ASSOCIATES INC /MD/ | 1.43% | 106,522,748 | $39.4B |
| 9 | Capital Research Global Investors | 1.29% | 96,093,061 | $35.6B |
| 10 | JPMORGAN CHASE CO | 1.02% | 76,099,189 | $27.3B |
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