Microsoft 8-K: Director Changes & Officer Compensation
Ticker: MSFT · Form: 8-K · Filed: Dec 8, 2025 · CIK: 789019
| Field | Detail |
|---|---|
| Company | Microsoft Corp (MSFT) |
| Form Type | 8-K |
| Filed Date | Dec 8, 2025 |
| Risk Level | low |
| Pages | 3 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.00000625 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, officer-appointment, director-election
Related Tickers: MSFT
TL;DR
MSFT 8-K filed: Director shuffle, exec pay details, shareholder votes. Governance update.
AI Summary
Microsoft Corporation filed an 8-K on December 8, 2025, reporting events as of December 5, 2025. The filing primarily concerns the departure and election of directors, appointment of officers, and compensatory arrangements. It also includes information on matters submitted to a vote of security holders.
Why It Matters
This filing provides insight into the corporate governance and executive compensation structure of Microsoft, which can influence investor confidence and strategic direction.
Risk Assessment
Risk Level: low — The filing pertains to routine corporate governance matters and does not indicate any immediate financial distress or significant operational changes.
Key Players & Entities
- MICROSOFT CORP (company) — Filer
- December 5, 2025 (date) — Date of earliest event reported
- December 8, 2025 (date) — Filing date
FAQ
What specific items are covered under 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers'?
The filing indicates that this section covers the departure and election of directors, the appointment of certain officers, and details regarding their compensatory arrangements.
What is the significance of 'Submission of Matters to a Vote of Security Holders' in this filing?
This indicates that Microsoft has submitted certain matters for a vote by its shareholders, which is a standard corporate governance procedure.
What is Microsoft Corporation's IRS Employer Identification Number (EIN)?
Microsoft Corporation's IRS Employer Identification Number (EIN) is 91-1144442.
What is Microsoft's state of incorporation and fiscal year end?
Microsoft is incorporated in Washington (WA) and its fiscal year ends on June 30.
What are the business and mailing addresses for Microsoft Corporation?
The business and mailing addresses for Microsoft Corporation are both listed as One Microsoft Way, Redmond, WA 98052-6399.
Filing Stats: 1,022 words · 4 min read · ~3 pages · Grade level 9.9 · Accepted 2025-12-08 16:00:35
Key Financial Figures
- $0.00000625 — nge on which registered Common stock, $0.00000625 par value per share MSFT NASDAQ 3
Filing Documents
- d34077d8k.htm (8-K) — 91KB
- 0001193125-25-311196.txt ( ) — 245KB
- msft-20251205.xsd (EX-101.SCH) — 4KB
- msft-20251205_def.xml (EX-101.DEF) — 13KB
- msft-20251205_lab.xml (EX-101.LAB) — 23KB
- msft-20251205_pre.xml (EX-101.PRE) — 14KB
- d34077d8k_htm.xml (XML) — 7KB
From the Filing
8-K 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. Item5.02. 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. Item5.07. 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 5,147,754,25