Microsoft (NASDAQ: MSFT) 2025 meeting backs 2026 Stock Plan and pay

Rhea-AI Filing Summary

Microsoft Corporation reported results from its 2025 Annual Shareholders Meeting. Of 7,433,087,554 shares entitled to vote, 6,321,402,487 were represented in person or by proxy.

Shareholders re-elected all director nominees and elected John David Rainey, with support levels generally above 90%, including 99.72% of votes cast for Rainey. They approved named executive officer compensation with 91.94% of votes for and ratified the independent auditor for fiscal year 2026 with 93.53% support. Investors also approved the Microsoft Corporation 2026 Stock Plan, with 97.07% of votes in favor.

Several shareholder proposals focused on European security program censorship risk, generative AI censorship risk, AI data usage oversight, data operations in human-rights hotspots, human-rights due diligence, and AI tools for oil and gas were not approved, receiving support ranging from 0.69% to 27.48% of votes cast.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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) December 5, 2025

Microsoft Corporation

Washington		001-37845		91-1144442
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One Microsoft Way, Redmond, Washington 98052-6399

(425) 882-8080

www.microsoft.com/investor

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of exchange on which registered
Common stock, $0.00000625 par value per share		MSFT		NASDAQ
3.125% Notes due 2028		MSFT		NASDAQ
2.625% Notes due 2033		MSFT		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 5, 2025, Microsoft Corporation (the “Company” or “Microsoft”) held its 2025 Annual Shareholders Meeting (the “Annual Meeting”).

At the Annual Meeting, the Company’s shareholders approved the Company’s 2026 Stock Plan (the “2026 Stock Plan”). The 2026 Stock Plan replaces the Microsoft Corporation 2017 Stock Plan in its entirety. The material terms of the 2026 Stock Plan are described in “Proposal 4: Approval of the Microsoft Corporation 2026 Stock Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 21, 2025, which is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders

There were 7,433,087,554 shares of common stock entitled to be voted at the Annual Meeting, of which 6,321,402,487 were voted in person or by proxy. The results for each item submitted for a vote of shareholders are as follows. The shareholders:

(1) Voted to elect each of the 12 nominees for director.

(2) Approved, on an advisory basis, the compensation of the Company’s named executive officers.

(3) Voted to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

(4) Voted to approve the Microsoft Corporation 2026 Stock Plan.

(5) Did not approve a shareholder proposal concerning a European Security Program Censorship risk audit.

(6) Did not approve a shareholder proposal concerning a report on risks of censorship in generative artificial intelligence (“AI”).

(7) Did not approve a shareholder proposal concerning a report on AI data usage oversight.

(8) Did not approve a shareholder proposal concerning a report on data operations in human rights hotspots.

(9) Did not approve a shareholder proposal concerning a report on human rights due diligence.

(10) Did not approve a shareholder proposal concerning a report on AI and machine learning tools for oil and gas development and production.

The Company’s inspector of election certified the following vote tabulations:

Election of directors

Director		Vote Results				% Votes For				For				Against				Abstain				Broker Non-Votes
Reid G. Hoffman			Re-elected				99.07				5,120,225,979				48,294,508				14,934,170				1,137,975,835
Hugh F. Johnston			Re-elected				91.53				4,733,430,707				437,820,499				12,203,451				1,137,975,835
Teri L. List			Re-elected				96.61				4,999,681,887				175,326,264				8,446,506				1,137,975,835
Catherine MacGregor			Re-elected				99.49				5,148,368,340				26,590,734				8,495,583				1,137,975,835
Mark A. L. Mason			Re-elected				98.99				5,122,450,020				52,291,857				8,712,780				1,137,975,835
Satya Nadella			Re-elected				93.46				4,815,433,908				337,016,790				31,003,959				1,137,975,835
Sandra E. Peterson			Re-elected				96.78				5,004,804,899				166,778,650				11,871,108				1,137,975,835
Penny S. Pritzker			Re-elected				99.47				5,147,754,253				27,334,798				8,365,606				1,137,975,835
John David Rainey			Elected				99.72				5,159,803,411				14,709,088				8,942,158				1,137,975,835
Charles W. Scharf			Re-elected				95.61				4,947,789,084				227,012,006				8,653,567				1,137,975,835
John W. Stanton			Re-elected				97.71				5,056,509,391				118,267,836				8,677,430				1,137,975,835
Emma N. Walmsley			Re-elected				99.46				5,147,102,809				27,909,382				8,442,466				1,137,975,835

Advisory Vote to Approve Named Executive Officer Compensation

Vote result		% Votes For				For				Against				Abstain				Broker Non-Votes
Approved			91.94				4,744,731,533				415,831,135				22,891,989				1,137,975,835

Ratification of Appointment of Independent Auditor for Fisal Year 2026

Vote result		% Votes For				For				Against				Abstain				Broker Non-Votes
Approved			93.53				5,897,883,259				408,304,657				15,242,576				0

Approval of the Microsoft Corporation 2026 Stock Plan

Vote result		% Votes For				For				Against				Abstain				Broker Non-Votes
Approved			97.07				5,016,063,751				151,618,873				15,772,033				1,137,975,835

Shareholder Proposal: European Security Program Censorship Risk Audit

Vote result		% Votes For				For				Against				Abstain				Broker Non-Votes
Not approved			0.79				40,404,047				5,102,931,493				40,119,117				1,137,975,835

Shareholder Proposal: Report on Risks of Censorship in Generative Artificial Intelligence

Vote result		% Votes For				For				Against				Abstain				Broker Non-Votes
Not approved			0.69				35,508,084				5,104,188,603				43,757,970				1,137,975,835

Shareholder Proposal: Report on AI Data Usage Oversight

Vote result		% Votes For				For				Against				Abstain				Broker Non-Votes
Not approved			13.36				683,895,858				4,435,809,588				63,749,211				1,137,975,835

Shareholder Proposal: Report on Data Operations in Human Rights Hotspots

Vote result		% Votes For				For				Against				Abstain				Broker Non-Votes
Not approved			27.48				1,406,735,187				3,712,753,371				63,966,099				1,137,975,835

Shareholder Proposal: Report on Human Rights Due Diligence

Vote result		% Votes For				For				Against				Abstain				Broker Non-Votes
Not approved			26.34				1,336,945,255				3,738,252,211				108,257,191				1,137,975,835

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

Vote result		% Votes For				For				Against				Abstain				Broker Non-Votes
Not approved			8.75				448,005,682				4,671,182,894				64,266,081				1,137,975,835

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.

						MICROSOFT CORPORATION
Date: December 8, 2025						/s/ Keith R. Dolliver
						Keith R. Dolliver
						Corporate Secretary

FAQ

What did Microsoft (MSFT) shareholders approve at the 2025 annual meeting?

Shareholders re-elected all director nominees and elected John David Rainey, approved named executive officer compensation, ratified the independent auditor for fiscal year 2026, and approved the Microsoft Corporation 2026 Stock Plan.

How many Microsoft (MSFT) shares were represented at the 2025 annual shareholders meeting?

There were 7,433,087,554 shares of Microsoft common stock entitled to vote at the meeting, of which 6,321,402,487 shares were voted in person or by proxy.

Was the Microsoft Corporation 2026 Stock Plan approved by MSFT shareholders?

Yes. The Microsoft Corporation 2026 Stock Plan was approved with 97.07% votes for, including 5,016,063,751 shares for, 151,618,873 against, and 15,772,033 abstaining, plus 1,137,975,835 broker non-votes.

How did Microsoft (MSFT) shareholders vote on executive compensation in 2025?

In the advisory vote on named executive officer compensation, shareholders approved pay with 91.94% votes for, representing 4,744,731,533 shares for, 415,831,135 against, and 22,891,989 abstaining, along with 1,137,975,835 broker non-votes.

What was the result of Microsoft (MSFT) shareholder proposals on AI and human rights?

Multiple shareholder proposals regarding censorship risk in European security programs, censorship risks in generative AI, AI data usage oversight, data operations in human-rights hotspots, human-rights due diligence, and AI tools for oil and gas were not approved, with support levels from 0.69% to 27.48% of votes cast.

Did Microsoft (MSFT) shareholders ratify the companys independent auditor for fiscal year 2026?

Yes. The appointment of Microsofts independent auditor for fiscal year 2026 was approved with 93.53% votes for, including 5,897,883,259 shares for, 408,304,657 against, and 15,242,576 abstaining.