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MSFT > SEC Filings for MSFT > Form 8-K on 29-Nov-2012All Recent SEC Filings

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Form 8-K for MICROSOFT CORP


29-Nov-2012

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders

On November 28, 2012, Microsoft Corporation (the "Company") held its 2012 Annual Meeting of Shareholders (the "Annual Meeting"). There were 8,430,933,156 shares of common stock entitled to be voted. There were 7,247,154,348 shares voted in person or by proxy. At the Annual Meeting:

(1) The shareholders voted to elect each of the nine (9) nominees for director.

(2) The shareholders approved , on an advisory basis, the compensation of the Company's named executive officers.

(3) The shareholders approved the Employee Stock Purchase Plan.

(4) The shareholders voted to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2013.

(5) The shareholders rejected a shareholder proposal to adopt cumulative voting.

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

Election of Directors

                                     Vote                                                                                     Broker Non-
                                   Results         % Votes For             For              Against          Abstain             Votes
Steven A. Ballmer                  Re-elected             96.64 %      5,718,081,903       198,676,752       13,359,963       1,317,035,730
Dina Dublon                        Re-elected             98.92 %      5,855,205,068        63,854,126       11,059,424       1,317,035,730
William H. Gates III               Re-elected             96.69 %      5,724,546,035       195,700,046        9,872,537       1,317,035,730
Maria Klawe                        Re-elected             98.92 %      5,855,097,008        63,903,476       11,118,134       1,317,035,730
Stephen J. Luczo                      Elected             99.16 %      5,868,022,164        49,475,620       12,620,834       1,317,035,730
David F. Marquardt                 Re-elected             98.56 %      5,833,630,148        84,985,727       11,502,743       1,317,035,730
Charles H. Noski                   Re-elected             98.99 %      5,858,968,641        59,834,908       11,315,069       1,317,035,730
Helmut Panke                       Re-elected             98.88 %      5,852,665,674        66,191,131       11,261,813       1,317,035,730
John W. Thompson                     Eelected             98.90 %      5,852,434,556        65,132,750       12,551,312       1,317,035,730

Advisory Vote on Executive Compensation

                                     Vote                                                                                     Broker Non-
                                   Results         % Votes For             For              Against          Abstain             Votes
                                     Approved             94.12 %      5,563,078,796       347,351,143       19,688,679       1,317,035,730

Approval of Employee Stock Purchase Plan

                                     Vote                                                                                     Broker Non-
                                   Results         % Votes For             For              Against          Abstain             Votes
                                     Approved             99.26 %      5,850,353,971        43,533,200       36,231,447       1,317,035,730


Ratification of Appointment of Independent Auditors



       Vote                                                                                      Broker Non-
     Results        % Votes For             For               Against           Abstain             Votes
      Approved             98.66 %      7,132,273,496          96,626,756       18,254,096             0

Adopt Cumulative Voting
       Vote                                                                                      Broker Non-
     Results        % Votes For             For               Against           Abstain             Votes
        Not
      Approved             26.20 %      1,548,061,749       4,360,871,122       21,185,747       1,317,035,730


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