Microsoft (MSFT) Proxy filing summary

Executive summary

• FY26 revenue was $331.8 billion (+18% YoY), operating income $155.2 billion (+21%), net income $133.7 billion (+31%) and diluted EPS $17.95 (+32%).

• The virtual annual meeting is scheduled for December 8, 2026; shareholders will vote on directors, executive compensation, the auditor and four shareholder proposals.

Voting matters and shareholder proposals

• The Board recommends FOR all 12 director nominees, say-on-pay and Deloitte & Touche for FY27 auditor; it recommends AGAINST all four shareholder proposals.

• Proposals seek additional climate disclosures, a human-rights due-diligence report, a report on data operations in human-rights hotspots, and separation of Board Chair and CEO roles.

Board of directors and corporate governance

• 11 of 12 nominees are independent. John Collison is nominated for election; Carmine Di Sibio joined the Board in May 2026; Reid Hoffman and Hugh Johnston will leave at the annual meeting.

• Satya Nadella serves as Chair and CEO; Sandra Peterson is Lead Independent Director, with authority over independent sessions, CEO evaluation, succession oversight and Board agendas.

• Directors are elected annually; independent director nominees average 6.7 years’ tenure, against a Board commitment to keep average independent tenure at 10 years or less.