[8-K] MICROSOFT CORP Reports Material Event

Rhea-AI Filing Summary

Microsoft Corp. disclosed that director Mr. Rodriguez will not stand for re-election at the company’s 2025 annual shareholder meeting and will continue to serve as a director until that Annual Meeting. The filing states his decision is for personal reasons and explicitly not due to any disagreement with management about the company’s operations, policies, or practices. The company acknowledges his service as a director, as Chair of the Compensation Committee, and as a member of the Audit Committee. The document is dated September 30, 2025.

Positive

• Departure described as for personal reasons, not due to disagreement, which reduces perceived governance risk
• Mr. Rodriguez will remain a director until the 2025 Annual Meeting, providing continuity through the transition
• Company formally thanks him and acknowledges his roles, indicating an orderly process

Negative

• Mr. Rodriguez will not stand for re-election, creating an open seat on the board
• He serves as Chair of the Compensation Committee and as an Audit Committee member, so the board must reassign those committee roles or appoint replacements

Insights

Corporate Governance Expert

TL;DR: A non-disruptive director departure announced for personal reasons; board committee roles will need reassignment ahead of the 2025 Annual Meeting.

The filing presents a routine director transition. It confirms Mr. Rodriguez will remain on the board until the Annual Meeting and that his departure is not due to any disagreement with management, which reduces immediate governance risk. Because he serves as Chair of the Compensation Committee and as a member of the Audit Committee, the board will need to reassign those roles or appoint replacements, a standard governance housekeeping task. No financial metrics, litigation, or regulatory matters are disclosed.

Board Analyst

TL;DR: Announcement signals an expected, orderly change in board composition without reported conflict, but creates committee leadership vacancies.

The company’s statement is concise and factual: Mr. Rodriguez will not seek re-election and will continue in his role until the Annual Meeting. The explicit note that the decision is for personal reasons and not related to disagreements is material to stakeholders because it mitigates concerns about internal conflict. The filing does not provide timing for committee reassignments or a replacement nominee.

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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) September 24, 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.

(b) On September 24, 2025, Carlos A. Rodriguez, a member of the Board of Directors of Microsoft Corporation (the “Company”), informed the Company of his decision not to stand for re-election at the Company’s 2025 annual shareholder meeting (the “Annual Meeting”). Mr. Rodriguez will continue to serve as a director until the Annual Meeting. His decision not to stand for re-election is for personal reasons and not as a result of any disagreement with management on any matter relating to the Company’s operations, policies, or practices. The Company thanks Mr. Rodriguez for his contributions during his tenure as a director, Chair of the Compensation Committee, and member of the Audit Committee.

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
						(Registrant)
Date: September 30, 2025						/s/ Keith R. Dolliver
						Keith R. Dolliver
						Corporate Secretary

FAQ

Why is MSFT director Mr. Rodriguez not standing for re-election?

The filing states his decision is for personal reasons and explicitly says it is not due to any disagreement with management.

Will Mr. Rodriguez remain on Microsoft’s board until the Annual Meeting?

Yes. The filing says he will continue to serve as a director until the 2025 Annual Meeting.

What committee roles did Mr. Rodriguez hold at Microsoft?

He served as Chair of the Compensation Committee and as a member of the Audit Committee.

Does the filing indicate any disagreement with management or company policies?

No. The filing explicitly states his decision is not a result of any disagreement with management on operations, policies, or practices.

Does the 8-K name a replacement for Mr. Rodriguez?

No. The filing does not provide any information about a replacement nominee or committee reassignments.