Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(d) On May 3, 2012, Microsoft Corporation ("Microsoft") issued a press release to announce that the Microsoft Board of Directors has appointed Stephen J. Luczo, age 55, to the Microsoft Board of Directors, effective immediately. Mr. Luczo is chairman, president and CEO of Seagate Technology PLC.

Mr. Luczo will receive the same compensation as other non-employee Microsoft directors as described in the Microsoft 2011 Proxy Statement, consisting of:

• A total annual retainer of $250,000 per year, plus applicable retainer for committee service, with approximately $150,000 of the retainer provided in the form of a stock award. A prorated portion of the retainer is paid quarterly in arrears.

• Reimbursement of reasonable expenses incurred in connection with board-related activities

Mr. Luczo and Microsoft have entered into the standard Microsoft director indemnification agreement, whereby Microsoft agrees to indemnify, defend and hold its directors harmless from and against losses and expenses incurred as a result of their board service, subject to the terms and conditions provided in the agreement. Mr. Luczo will serve on the Audit Committee of the Board.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release of Microsoft Corporation dated May 3, 2012

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