Additional Proxy Soliciting Materials (definitive) (defa14a)
October 16 2019 - 4:35PM
Edgar (US Regulatory)
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:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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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):
☐
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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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.
*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Annual Shareholders Meeting to Be Held on December 4, 2019.
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C/O PROXY SERVICES
P.O. BOX 9163
FARMINGDALE, NY 11735
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Meeting Information
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Meeting Type:
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Annual Meeting
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For holders as of:
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October 8, 2019
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Date: December 4, 2019 Time: 8:00 a.m. PT
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Virtual Meeting:
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Meeting live via the Internet-please visit
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www.virtualshareholdermeeting.com/MSFT19.
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The company will be hosting the meeting live
via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/MSFT19 and be sure to have the information that is printed in the box marked by the arrow
(located on the following page).
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You are receiving this communication because you hold shares in
the company named above.
This is not a ballot. You cannot use this notice to vote these shares.
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com, scan the QR Barcode on the reverse side, or easily
request a paper copy (see reverse side).
We encourage you to access and review all of the
important information contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and voting
instructions.
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Before You Vote
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How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE:
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NOTICE AND PROXY STATEMENT ANNUAL REPORT
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How to View Online:
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Have the information that is printed in the box marked by the arrow
(located on the following page) and visit: www.proxyvote.com, or scan the QR Barcode below.
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How to Request
and Receive a PAPER or E-MAIL Copy:
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If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy.
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Please choose one of the following methods to make your request:
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1) BY INTERNET:
www.proxyvote.com
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2) BY TELEPHONE:
1-800-579-1639
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3) BY E-MAIL*:
sendmaterial@proxyvote.com
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* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by
the arrow
(located on the following page) in the subject line.
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Requests,
instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor.
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Please make the request as instructed above on or before
November 20, 2019 to facilitate timely delivery.
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How To Vote
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Please Choose One of the Following Voting Methods
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Vote By Internet:
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Before The
Meeting:
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Go to www.proxyvote.com or from a smartphone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow
(located on the following page) available and follow the instructions.
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During The
Meeting:
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Go to www.virtualshareholdermeeting.com/MSFT19. Have the information that is printed in the box marked by the arrow
(located on the following page) available and follow the instructions.
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Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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The Board of Directors recommends a vote FOR EACH OF THE FOLLOWING NOMINEES, FOR PROPOSAL 2, FOR PROPOSAL 3, AGAINST PROPOSAL 4 and
AGAINST PROPOSAL 5.
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1.
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Election of Directors: (The Board recommends a vote FOR each nominee)
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2.
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Advisory vote to approve named executive officer compensation
(The
Board recommends a vote FOR this proposal)
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01.
02.
03.
04.
05.
06.
07.
08.
09.
10.
11.
12.
13.
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William H. Gates III
Reid G. Hoffman
Hugh F. Johnston
Teri L. List-Stoll
Satya Nadella
Sandra E. Peterson
Penny S. Pritzker
Charles W. Scharf
Arne M. Sorenson
John W. Stanton
John W. Thompson
Emma Walmsley
Padmasree Warrior
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3.
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Ratification of Deloitte & Touche LLP as our independent auditor for fiscal year 2020
(The Board recommends a vote FOR this proposal)
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4.
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Shareholder Proposal - Report on Employee Representation on Board of Directors
(The Board recommends a vote AGAINST this proposal)
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5.
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Shareholder Proposal - Report on Gender Pay Gap
(The Board recommends
a vote AGAINST this proposal)
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BROADRIDGE FINANCIAL SOLUTIONS, INC.
BROADRIDGE CORPORATE ISSUER SOLUTIONS
PO BOX 1342T., SUITE 1300
BRENTWOOD, NY 11717
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BROADRIDGE
FINANCIAL SOLUTIONS, INC.
ATTENTION:
TEST PRINT
51 MERCEDES WAY
EDGEWOOD, NY
11717
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VOTING
INSTRUCTIONS
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As the record holder for your shares, we will vote your
shares based on your instructions.
Please provide us with your voting instructions before the
meeting. If you do not provide us with your voting instructions, we will not vote your shares
If you sign and return this form, we will vote any unmarked items based on the boards recommendations
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MICROSOFT CORPORATION
THIS IS A VOTING INSTRUCTION
FORM.
You are receiving this voting instruction form because you hold shares in the above security. You have the right to vote on proposals being
presented at the upcoming Annual Meeting to be held on 12/04/19 at 08:00 A.M. PST
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Make your vote count.
Vote must be
received by 12/03/2019 to be counted.
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Visit
www.ProxyVote.com
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Call
1-800-454-8683
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Return this form
in the enclosed
postage-paid
envelope.
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Vote in person
the day of the
meeting.
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Voting on www.ProxyVote.com is easy and fast!
Go to www.ProxyVote.com, enter the
control
number above and vote!
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The following proxy materials for the meeting are available at
www.ProxyVote.com:
The Notice & Proxy Statement, Annual Report
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X
PAGE 1 OF 2
THIS VOTING INSTRUCTION
FORM IS VALID ONLY WHEN SIGNED AND DATED. PLEASE USE BLUE OR BLACK INK AND RETURN ONLY THE BOTTOM PORTION.
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MICROSOFT CORPORATION
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Please check this box if you plan to attend the Meeting and vote your shares in person.
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The Board recommends you vote FOR the following proposal(s): 1A through 3
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For
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Against
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Abstain
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For
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Against
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Abstain
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1A.
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Election of Director: William H. Gates III
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2.
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Advisory vote to approve named executive officer compensation
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1B.
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Election of Director: Reid G. Hoffman
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1C.
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Election of Director: Hugh F. Johnston
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3.
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Ratification of Deloitte & Touche LLP as our independent auditor for fiscal year 2020
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1D.
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Election of Director: Teri L. List-Stoll
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1E.
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Election of Director: Satya Nadella
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1F.
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Election of Director: Sandra E. Peterson
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The Board recommends you vote AGAINST the following proposal(s): 4 and 5
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For
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Against
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Abstain
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1G.
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Election of Director: Penny S. Pritzker
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1H.
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Election of Director: Charles W. Scharf
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4.
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Shareholder Proposal - Report on Employee Representation on Board of Directors
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1I.
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Election of Director: Arne M. Sorenson
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1J.
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Election of Director: John W. Stanton
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5.
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Shareholder Proposal - Report on Gender Pay Gap
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1K.
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Election of Director: John W. Thompson
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1L.
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Election of Director: Emma Walmsley
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NOTE Such other business as may properly come before the meeting or any adjournment thereof.
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1M.
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Election of Director: Padmasree Warrior
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1472 0797 1133 0441 12/04/19 123,456,789,012.00000
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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594918104 *****ACCOUNT P28544-01S GS2
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