Microsoft (MSFT) Proxy filing summary

Executive summary

• Annual meeting scheduled for Dec. 8, 2026, at 8:30 a.m. Pacific Time; voting deadline is Dec. 7, 2026, at 11:59 p.m. ET.

• Agenda includes director elections, say-on-pay, FY2027 auditor ratification, three reporting proposals, and a board chair/CEO separation proposal.

Voting matters and shareholder proposals

• Board recommends FOR say-on-pay and ratification of Deloitte & Touche LLP as independent auditor for FY2027.

• Board recommends AGAINST proposals on additional disclosures meeting climate commitments, human rights due diligence, and data operations in human rights and conflict hotspots.

• Board recommends AGAINST the proposal to separate the board chair and CEO roles.

Board of directors and corporate governance

• Board recommends FOR all 12 director nominees: John Collison, Carmine Di Sibio, Teri L. List, Catherine MacGregor, Mark A. L. Mason, Satya Nadella, Sandra E. Peterson, Penny S. Pritzker, John David Rainey, Charles W. Scharf, John W. Stanton, and Emma N. Walmsley.