Microsoft Corporation 2025 Final Proxy Voting Results
There were 10 items of business acted upon by shareholders. For more information on the proposals, see the Company’s Proxy Statement dated October 21, 2025, which you may view here. The following table summarizes the vote threshold required for passage of each proposal and the effect of abstentions and uninstructed shares held by brokers.
| Votes Required for Approval | Abstentions | Uninstructed Shares | |
|---|---|---|---|
| Management Proposals | |||
| Election of 12 Directors |
Majority of votes cast
|
No effect
|
No effect
|
| Advisory Vote to Approve Named Executive Officer Compensation (“say-on-pay vote”). |
Majority of votes cast
|
No effect
|
No effect
|
| Ratification of the Selection of Deloitte & Touche LLP as our Independent Auditor for Fiscal Year 2026 |
Majority of votes cast
|
No effect
|
Discretionary vote
|
| Approval of the Microsoft Corporation 2026 Stock Plan |
Majority of votes cast
|
No effect
|
No effect
|
| Shareholder Proposals | |||
| European Security Program Censorship Risk Audit |
Majority of votes cast
|
No effect
|
No effect
|
| Report on Risks of Censorship in Generative Artificial Intelligence |
Majority of votes cast
|
No effect
|
No effect
|
| Report on AI Data Usage Oversight |
Majority of votes cast
|
No effect
|
No effect
|
| Report on Data Operations in Human Rights Hotspots |
Majority of votes cast
|
No effect
|
No effect
|
| Report on Human Rights Due Diligence |
Majority of votes cast
|
No effect
|
No effect
|
| Report on AI and Machine Learning Tools for Oil and Gas Development and Production |
Majority of votes cast
|
No effect
|
No effect
|
The final voting results for the proposals were as follows:
Election of 12 Directors
| 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
|
Management Proposals
Advisory Vote on Executive Compensation (“say-on-pay vote”)
| Vote Results | % 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 the Selection of Deloitte & Touche LLP as our Independent Auditor for Fiscal Year 2026
| Vote Results | % Votes For | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Approved |
93.53%
|
5,897,883,259
|
408,304,657
|
15,242,576
|
N/A
|
Approval of the Microsoft Corporation 2026 Stock Plan
| Vote Results | % 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 Proposals
European Security Program Censorship Risk Audit
| Vote Results | % 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
|
Report on Risks of Censorship in Generative Artificial Intelligence
| Vote Results | % 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
|
Report on AI Data Usage Oversight
| Vote Results | % 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
|
Report on Data Operations in Human Rights Hotspots
| Vote Results | % 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
|
Report on Human Rights Due Diligence
| Vote Results | % 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
|
Report on AI and Machine Learning Tools for Oil and Gas Development and Production
| Vote Results | % 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
|
