Form 8-K - Current report

Microsoft Corporation 00-0000000 false 0000789019 0000789019 2024-12-10 2024-12-10 0000789019 us-gaap:CommonStockMember 2024-12-10 2024-12-10 0000789019 msft:M3.125PercentNotesDue2028Member 2024-12-10 2024-12-10 0000789019 msft:M2.625PercentNotesDue2033Member 2024-12-10 2024-12-10

 

 

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 10, 2024

 

 

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

[phone]

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. ☐

 

 

 

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

On December 10, 2024, Microsoft Corporation (the “Company” or “Microsoft”) held its 2024 Annual Shareholders Meeting (the “Annual Meeting”). There were 7,434,436,393 shares of common stock entitled to be voted at the Annual Meeting, of which 6,417,206,480 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 2025.

(4) Did not approve a shareholder proposal concerning a report on risks of weapons development.

(5) Did not approve a shareholder proposal concerning an assessment of investing in bitcoin.

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

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

(8) Did not approve a shareholder proposal concerning a report on artificial intelligence (“AI”) misinformation and disinformation.

(9) Did not approve a shareholder proposal concerning a report on AI data sourcing accountability.

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				99.20				5,148,624,453				41,556,212				8,911,649				1,218,114,166
Hugh F. Johnston			Re-elected				91.89				4,768,792,470				420,605,495				9,694,349				1,218,114,166
Teri L. List			Re-elected				98.68				5,120,774,949				68,560,265				9,757,100				1,218,114,166
Catherine MacGregor			Re-elected				99.83				5,180,667,633				8,873,170				9,551,511				1,218,114,166
Mark A. L. Mason			Re-elected				99.59				5,167,419,348				21,404,525				10,268,441				1,218,114,166
Satya Nadella			Re-elected				94.35				4,878,901,541				291,907,066				28,283,707				1,218,114,166
Sandra E. Peterson			Re-elected				98.14				5,092,981,786				96,435,357				9,675,171				1,218,114,166
Penny S. Pritzker			Re-elected				99.60				5,170,315,477				20,548,862				8,227,975				1,218,114,166
Carlos A. Rodriguez			Re-elected				98.18				5,094,003,865				94,407,242				10,681,207				1,218,114,166
Charles W. Scharf			Re-elected				98.26				5,098,538,567				90,405,839				10,147,908				1,218,114,166
John W. Stanton			Re-elected				99.40				5,158,411,139				30,890,450				9,790,725				1,218,114,166
Emma N. Walmsley			Re-elected				99.07				5,141,345,085				48,471,729				9,275,500				1,218,114,166

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Advisory Vote to Approve Named Executive Officer Compensation

 

Vote result		% Votes For				For				Against				Abstain				Broker Non-Votes
Approved			91.34				4,727,655,048				448,256,975				23,180,291				1,218,114,166

Ratification of Appointment of Independent Auditor for Fisal Year 2025

 

Vote result		% Votes For				For				Against				Abstain				Broker Non-Votes
Approved			94.32				6,042,000,471				364,022,603				11,183,406				0

Shareholder Proposal: Report on Risks of Weapons Development

 

Vote result		% Votes For				For				Against				Abstain				Broker Non-Votes
Not approved			15.26				783,837,170				4,353,192,956				62,062,188				1,218,114,166

Shareholder Proposal: Assessment of Investing in Bitcoin

 

Vote result		% Votes For				For				Against				Abstain				Broker Non-Votes
Not approved			0.55				28,234,424				5,148,248,368				22,609,522				1,218,114,166

Shareholder Proposal: Report on Data Operations in Human Rights Hotspots

 

Vote result		% Votes For				For				Against				Abstain				Broker Non-Votes
Not approved			32.03				1,647,287,434				3,495,428,268				56,376,612				1,218,114,166

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

 

Vote result		% Votes For				For				Against				Abstain				Broker Non-Votes
Not approved			9.71				498,928,539				4,641,011,840				59,151,935				1,218,114,166

Shareholder Proposal: Report on AI Misinformation and Disinformation

 

Vote result		% Votes For				For				Against				Abstain				Broker Non-Votes
Not approved			18.67				956,598,432				4,167,583,544				74,910,338				1,218,114,166

Shareholder Proposal: Report on AI Data Sourcing Accountability

 

Vote result		% Votes For				For				Against				Abstain				Broker Non-Votes
Not approved			36.19				1,803,298,481				3,179,152,976				216,640,857				1,218,114,166

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Item 7.01. Regulation FD Disclosure

In January 2021, Microsoft announced a minority investment in Cruise, an autonomous vehicle company which is a majority-owned subsidiary of General Motors Company (“GM”). On December 10, 2024, GM announced its intent to realign its autonomous driving strategy, no longer fund Cruise’s robotaxi development work, and pursue the acquisition of minority investor shares. As a result, we expect to record an impairment charge of approximately $800 million in the second quarter of fiscal year 2025. This charge will be recorded in other income and expense and was not included in our second quarter guidance provided on October 30, 2024. It is estimated to have a negative impact of approximately $0.09 to second quarter diluted earnings per share.

This Form 8-K contains forward-looking statements, which are any predictions, projections or other statements about future events based on current expectations and assumptions that are subject to risks and uncertainties, which are described in our filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Microsoft undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in the company’s expectations.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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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 11, 2024		/s/ Keith R. Dolliver
		Keith R. Dolliver
		Corporate Secretary

Document and Entity Information	Dec. 10, 2024
Document And Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 10, 2024
Entity Registrant Name	Microsoft Corporation
Entity Incorporation State Country Code	WA
Entity File Number	001-37845
Entity Tax Identification Number	00-0000000
Entity Address Address Line 1	One Microsoft Way
Entity Address City Or Town	Redmond
Entity Address State Or Province	WA
Entity Address Postal Zip Code	98052-6399
City Area Code	425
Local Phone Number	882-8080
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000789019
Common stock, $0.00000625 par value per share [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common stock, $0.00000625 par value per share
Trading Symbol	MSFT
Security Exchange Name	NASDAQ
3.125% Notes due 2028 [Member]
Document And Entity Information [Line Items]
Security 12b Title	3.125% Notes due 2028
Trading Symbol	MSFT
Security Exchange Name	NASDAQ
2.625% Notes due 2033 [Member]
Document And Entity Information [Line Items]
Security 12b Title	2.625% Notes due 2033
Trading Symbol	MSFT
Security Exchange Name	NASDAQ

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