Microsoft Corp

1. 1

   Election of 12 Directors

   ManagementBoard: FOR

   Elect the 12 director nominees named in the proxy statement to serve until the 2027 annual meeting and until their successors are elected and qualified.

2. 2

   Advisory Vote to Approve Named Executive Officer Compensation

   ManagementBoard: FOR

   Approve, on a nonbinding advisory basis, the compensation paid to Microsoft's named executive officers as disclosed in the proxy statement.

   More detail

   The proposal asks shareholders to provide a nonbinding advisory approval of compensation paid to Microsoft’s named executive officers. It is the Company’s annual say-on-pay vote under Section 14A of the Securities Exchange Act. The resolution covers the compensation program and disclosures presented in Part 2 of the proxy statement. Management is seeking approval to demonstrate shareholder support for its executive compensation philosophy and decisions. Microsoft emphasizes that the program is designed to attract, motivate, and retain executives who lead a highly complex global technology business. The program places substantial emphasis on performance-based compensation, equity awards, multi-year vesting, and alignment with long-term shareholder value. For fiscal 2026, more than 95% of the CEO’s annual target compensation opportunity was performance-based, while the other named executives also received predominantly performance-oriented and equity-based compensation. The Board cites strong financial and operating performance, including revenue of $331.8 billion and net income of $133.7 billion, as relevant context for the compensation outcomes. The Board recommends a FOR vote and states that the advisory resolution is supported by the program’s pay-for-performance design and shareholder alignment, while acknowledging that the vote is nonbinding.

3. 3

   Ratification of the Selection of Deloitte & Touche LLP as Independent Auditor for Fiscal Year 2027

   ManagementBoard: FOR

   Ratify the Audit and Finance Committee’s selection of Deloitte & Touche LLP as Microsoft's independent auditor for fiscal year 2027.

4. 4

   Additional Disclosures Meeting Climate Commitments

   Shareholder — Trillium Asset Management and a co-filerBoard: AGAINST

   Request that Microsoft annually disclose additional information about managing its climate commitments, including transition-plan reporting, contingency plans and stress tests, scenario analyses, emissions pathways, enabled emissions from AI products used for fossil-fuel extraction, and hourly clean-energy matching data.

   More detail

   The proposal asks Microsoft to publish additional annual disclosure on how it will manage its climate commitments. Trillium Asset Management and a co-filer argue that Microsoft’s greenhouse-gas emissions have increased from its 2020 baseline while AI expansion is likely to increase data-center energy use and emissions. The proponents specifically seek transition-plan reporting, contingency plans and stress tests, scenario analyses, a near-term emissions pathway, efforts to reduce enabled emissions from AI products used for fossil-fuel extraction, and hourly clean-energy matching data. Their case is that climate underperformance could create operational, reputational, talent-retention, financing, and brand-value risks, and that existing disclosures do not allow investors to evaluate credibility and execution adequately. Microsoft responds that it already reports extensively on emissions, energy use, renewable procurement, carbon removals, climate governance, risks, targets, and progress through voluntary and regulatory channels. The Company emphasizes that it has disclosed the difficulty created by business growth, AI, and cloud infrastructure rather than concealing adverse trends. Management argues that the requested scenario analyses, stress tests, contingency plans, and anticipated emissions pathways would be speculative, inherently uncertain, duplicative, and beyond established reporting frameworks. The Board therefore recommends AGAINST the proposal, asserting that no demonstrated information gap justifies a separate report and that additional jurisdictional disclosure requirements will further supplement current reporting.

5. 5

   Report on Human Rights Due Diligence

   Shareholder — Religious of the Sacred Heart of Mary and co-filersBoard: AGAINST

   Request that Microsoft publish a report assessing the effectiveness of its human-rights due-diligence processes in preventing, identifying, and addressing customer misuse of its AI and cloud products or services in ways that violate human rights or international humanitarian law.

   More detail

   The proposal asks the Board to publish a report evaluating whether Microsoft’s human-rights due-diligence processes effectively prevent, identify, and address customer misuse of AI and cloud services that violates human rights or international humanitarian law. The Religious of the Sacred Heart of Mary and co-filers argue that Microsoft’s stated alignment with the UN Guiding Principles creates a heightened responsibility in conflict-affected and high-risk settings. They cite allegations involving Israeli military use of Microsoft technology, surveillance data concerning Palestinians, limited visibility into customer use, concerns about ICE-related deployments, and Microsoft’s relationship with Palantir. The proponents contend that external reporting, rather than Microsoft’s own processes, identified important misuse concerns, demonstrating shortcomings in HRDD effectiveness. They assert that these weaknesses create legal, operational, reputational, employee, boycott, divestment, and regulatory risks. Microsoft counters that its HRDD is continuous, global, risk-based, and aligned with the UN Guiding Principles, OECD Guidelines, and other international standards. The Company describes enterprise and product assessments, sensitive-deployment reviews, contractual safeguards, stakeholder engagement, independent experts, escalation procedures, external investigations, and public reporting. Management acknowledges that it cannot observe every customer activity on customer-controlled systems but says credible external information is an intended input into a functioning due-diligence process. The Board recommends AGAINST the proposal because Microsoft believes its existing reports and disclosures already address effectiveness and that a separate report would be duplicative.

6. 6

   Report on Data Operations in Human Rights and Conflict Hotspots

   Shareholder — Azzad Asset Management, Inc.Board: AGAINST

   Request that Microsoft commission and publish a report assessing the human-rights implications of locating cloud data centers in countries of significant human-rights concern and the strategies used to mitigate those impacts.

   More detail

   The proposal requests a Board-commissioned report on the human-rights implications of locating Microsoft cloud data centers in countries of significant human-rights concern and the strategies used to mitigate those effects. Azzad Asset Management argues that Microsoft’s operations and planned expansion in Saudi Arabia, the UAE, and Israel raise concerns involving surveillance, privacy, freedom of expression, government data access, and geopolitical risk. The proponent links these issues to potential stranded assets, litigation, sanctions, regulatory action, operational disruption, and reputational harm, particularly as Microsoft commits substantial capital to AI infrastructure. It contends that existing disclosures do not identify where human-rights assessments occurred, who was consulted, what risks were found, or how mitigation was implemented. The requested report would examine data-center-siting due diligence under the Universal Declaration of Human Rights, UN Guiding Principles, and Global Network Initiative Principles. Microsoft responds that its global risk-based framework already considers human rights alongside business, operational, legal, security, regulatory, and geopolitical factors. Management describes country-level impact assessments, independent experts, stakeholder engagement, limits on services and customers, data-location controls, government-request reviews, and an example involving Saudi Arabia. The Company also emphasizes that site-specific disclosure may reveal sensitive or security-related information and that conditions can change after investment. The Board recommends AGAINST the proposal because it believes existing public reports adequately describe the relevant processes and that the requested report would duplicate current disclosures without identifying a material information gap.

7. 7

   Board Chair and CEO Separation

   Shareholder — New York State Common Retirement FundBoard: AGAINST

   Adopt a policy, and amend governing documents as necessary, requiring separate individuals to serve as Microsoft’s Board Chair and Chief Executive Officer, with the Chair generally being an independent director and not a former company CEO.

   More detail

   The proposal asks Microsoft to adopt a mandatory policy separating the Board Chair and CEO roles and to amend governing documents if necessary. The New York State Common Retirement Fund argues that the CEO should manage the business while an independent Chair leads oversight of integrity, risk, succession, and CEO evaluation. It contends that a combined Chair-CEO can chill director pushback and creates an inherent conflict because the same person leads the Board responsible for evaluating the CEO and planning succession. The proponent points to Microsoft’s prior independent chairmanship under John Thompson and argues that the need for independent leadership is heightened by major AI and data-center investments, workforce reductions, labor controversies, and environmental scrutiny. It also cites broader adoption of independent chairs among S&P 500 companies. Microsoft responds that a fixed separation requirement would improperly constrain the Board’s fiduciary discretion and could prevent selection of the best-qualified Chair for changing circumstances. The Board says Satya Nadella’s knowledge of Microsoft’s business, technology platform, AI strategy, and competitive environment makes him the most qualified Chair under current conditions. Management relies on Lead Independent Director Sandra Peterson’s authority over executive sessions, CEO evaluation, succession, agendas, shareholder engagement, and independent advice as a counterweight to the combined roles. The Board further cites a majority-independent Board, independent committees, annual elections, executive sessions, proxy access, and special-meeting rights as governance safeguards. It recommends AGAINST the proposal because it identifies no current governance failure and because the existing structure has coincided with sustained financial performance and shareholder value creation.

Upcoming shareholder meetings at Microsoft Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Microsoft Corp 2026 annual meeting?

Microsoft Corp (MSFT) holds its 2026 annual shareholder meeting on Tuesday, December 8, 2026.

What is the record date for the Microsoft Corp 2026 meeting?

The record date for the Microsoft Corp 2026 meeting is Wednesday, September 30, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Microsoft Corp's 2026 meeting?

The board is presenting 12 director nominees at the Microsoft Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Microsoft Corp 2026 meeting?

Shareholders will vote on 7 proposals at the Microsoft Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.