8-K

MICROSOFT CORPORATION

Date: December 8, 2025

/s/ Keith R. Dolliver

Keith R. Dolliver

Corporate Secretary

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 5, 2025

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

(425) 882-8080

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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 5, 2025, Microsoft Corporation (the “Company” or “Microsoft”) held its 2025 Annual Shareholders Meeting (the “Annual Meeting”).

At the Annual Meeting, the Company’s shareholders approved the Company’s 2026 Stock Plan (the “2026 Stock Plan”). The 2026 Stock Plan replaces the Microsoft Corporation 2017 Stock Plan in its entirety. The material terms of the 2026 Stock Plan are described in “Proposal 4: Approval of the Microsoft Corporation 2026 Stock Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 21, 2025, which is incorporated by reference herein.

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

There were 7,433,087,554 shares of common stock entitled to be voted at the Annual Meeting, of which 6,321,402,487 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 2026.

(4)	Voted to approve the Microsoft Corporation 2026 Stock Plan.

(5)	Did not approve a shareholder proposal concerning a European Security Program Censorship risk audit.

(6)	Did not approve a shareholder proposal concerning a report on risks of censorship in generative artificial intelligence (“AI”).

(7)	Did not approve a shareholder proposal concerning a report on AI data usage oversight.

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

(9)	Did not approve a shareholder proposal concerning a report on human rights due diligence.

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

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		99.07		5,120,225,979		48,294,508		14,934,170		1,137,975,835
Hugh F. Johnston		Re-elected		91.53		4,733,430,707		437,820,499		12,203,451		1,137,975,835
Teri L. List		Re-elected		96.61		4,999,681,887		175,326,264		8,446,506		1,137,975,835
Catherine MacGregor		Re-elected		99.49		5,148,368,340		26,590,734		8,495,583		1,137,975,835
Mark A. L. Mason		Re-elected		98.99		5,122,450,020		52,291,857		8,712,780		1,137,975,835
Satya Nadella		Re-elected		93.46		4,815,433,908		337,016,790		31,003,959		1,137,975,835
Sandra E. Peterson		Re-elected		96.78		5,004,804,899		166,778,650		11,871,108		1,137,975,835
Penny S. Pritzker		Re-elected		99.47		5,147,754,253		27,334,798		8,365,606		1,137,975,835
John David Rainey		Elected		99.72		5,159,803,411		14,709,088		8,942,158		1,137,975,835
Charles W. Scharf		Re-elected		95.61		4,947,789,084		227,012,006		8,653,567		1,137,975,835
John W. Stanton		Re-elected		97.71		5,056,509,391		118,267,836		8,677,430		1,137,975,835
Emma N. Walmsley		Re-elected		99.46		5,147,102,809		27,909,382		8,442,466		1,137,975,835

Advisory Vote to Approve Named Executive Officer Compensation


Vote result	% Votes For		For		Against		Abstain		Broker Non-Votes
Approved		91.94		4,744,731,533		415,831,135		22,891,989		1,137,975,835

Ratification of Appointment of Independent Auditor for Fisal Year 2026


Vote result	% Votes For		For		Against		Abstain		Broker Non-Votes
Approved		93.53		5,897,883,259		408,304,657		15,242,576		0

Approval of the Microsoft Corporation 2026 Stock Plan


Vote result	% Votes For		For		Against		Abstain		Broker Non-Votes
Approved		97.07		5,016,063,751		151,618,873		15,772,033		1,137,975,835

Shareholder Proposal: European Security Program Censorship Risk Audit


Vote result	% Votes For		For		Against		Abstain		Broker Non-Votes
Not approved		0.79		40,404,047		5,102,931,493		40,119,117		1,137,975,835

Shareholder Proposal: Report on Risks of Censorship in Generative Artificial Intelligence


Vote result	% Votes For		For		Against		Abstain		Broker Non-Votes
Not approved		0.69		35,508,084		5,104,188,603		43,757,970		1,137,975,835

Shareholder Proposal: Report on AI Data Usage Oversight


Vote result	% Votes For		For		Against		Abstain		Broker Non-Votes
Not approved		13.36		683,895,858		4,435,809,588		63,749,211		1,137,975,835

Shareholder Proposal: Report on Data Operations in Human Rights Hotspots


Vote result	% Votes For		For		Against		Abstain		Broker Non-Votes
Not approved		27.48		1,406,735,187		3,712,753,371		63,966,099		1,137,975,835

Shareholder Proposal: Report on Human Rights Due Diligence


Vote result	% Votes For		For		Against		Abstain		Broker Non-Votes
Not approved		26.34		1,336,945,255		3,738,252,211		108,257,191		1,137,975,835

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


Vote result	% Votes For		For		Against		Abstain		Broker Non-Votes
Not approved		8.75		448,005,682		4,671,182,894		64,266,081		1,137,975,835

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.

SEC Form 8-K filed by Microsoft Corporation