Additional Proxy Soliciting Materials (definitive) (defa14a)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. __ )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐		Definitive Proxy Statement

☒		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

Microsoft Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

☐

Fee paid previously with preliminary materials.

☐

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

Persons who are to respond to the collection of information contained in this form are not

required to respond unless the form displays a currently valid OMB control number.

MICROSOFT CORPORATION

SUPPLEMENT TO THE PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD DECEMBER 2, 2020

Microsoft’s definitive proxy statement for its 2020 Annual Shareholder Meeting, filed on October 19, 2020, discloses our fiscal year 2020 EBITDA (as defined below). For fiscal year 2020, we reported net income of $44,281 million in our consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The Table and Graph on page 37 of our proxy statement disclosed EBITDA of $65,259 million for the same period. The following table reconciles net income reported in accordance with GAAP to EBITDA for our fiscal year 2020.


($ in millions)	Fiscal year ended June 30, 2020
Net income, as reported (GAAP)		$44,281
Provision for income taxes		8,755
Other income, net		(77)
Depreciation		10,700
Amortization		1,600
EBITDA (non-GAAP)		$65,259

Non-GAAP Definition

EBITDA, a non-GAAP financial measure, refers to earnings before interest, taxes, depreciation, and amortization. We provided our EBITDA, as well as 2020 EBITDA for a peer group of technology and general industry companies (calculated using the most comparable line items from their publicly reported financial statements), for fiscal year 2020 to provide investors with additional insight into how our Compensation Committee determined our peer group for assessing pay practices. Management does not utilize EBITDA in evaluating business performance. EBITDA should not be considered as a substitute for, or superior to, net income prepared in accordance with GAAP as a measure of financial performance.

Microsoft (NASDAQ:MSFT)
Historical Stock Chart
From Apr 2024 to May 2024