Microsoft Files Additional Proxy Materials for 2025 Shareholder Meeting

TL;DR

MSFT filed extra proxy docs for the 2025 shareholder meeting, check microsoft.com for updates.

AI Summary

Microsoft Corporation is filing a Definitive Additional Materials document (DEFA14A) related to its 2025 Annual Shareholders Meeting. This filing supplements previous materials and is being posted on microsoft.com. The company is not paying a filing fee for this submission.

Why It Matters

This filing provides updated or supplementary information to shareholders regarding the upcoming annual meeting, ensuring they have the most current details for voting and participation.

Risk Assessment

Risk Level: low — This is a routine filing of additional proxy materials for an annual shareholder meeting, with no immediate financial or strategic implications indicated.

Key Players & Entities

• MICROSOFT CORP (company) — Registrant
• 0000789019 (company) — Central Index Key
• 7372 (company) — Standard Industrial Classification
• 911144442 (company) — EIN
• WA (company) — State of Incorporation
• 0630 (company) — Fiscal Year End
• 001-37845 (company) — SEC File Number
• 251439800 (company) — Film Number
• ONE MICROSOFT WAY (company) — Business Address Street 1
• REDMOND (company) — Business Address City

FAQ

Filing Documents

• d939503ddefa14a.htm (DEFA14A) — 25KB
• g939503dsp1a.jpg (GRAPHIC) — 5KB
• g939503dsp2a.jpg (GRAPHIC) — 4KB
• g939503dsp3a.jpg (GRAPHIC) — 2KB
• 0001193125-25-260521.txt ( ) — 42KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy 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 under 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 all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Additional Information Regarding 2025 Annual Shareholders Meeting The following material is being filed with the Securities and Exchange Commission and posted on microsoft.com/investor on October 31, 2025. On October 21, 2025, Microsoft Corporation filed a definitive proxy statement (the " Proxy Statement ") with the Securities and Exchange Commission (" SEC ") in connection with its 2025 Annual Shareholders Meeting to be held on December 5, 2025, at 8:30 a.m. Pacific Time (the " Annual Meeting ") at virtualshareholdermeeting.com/MSFT25 . Microsoft is supplementing the Proxy Statement solely to provide additional information in response to the Notice of Exempt Solicitation filed by a shareholder with the SEC on October 29, 2025 as it relates to matters pertaining to certain shareholder proposals. The Notice of Exempt Solicitation states that Microsoft excluded two shareholder proposals submitted under Rule 14a-8 from the Proxy Statement while such proposals remained under review as part of the SEC no action process. With respect to the first proposal, prior to shutting down a majority of its operations on October 1, 2025, the Staff of the SEC sent Microsoft a letter concurring that there was a basis for exclusion of the shareholder proposal in reliance on Rule 14a-8(b)(1)(i) and Rule 14a-8(f). Microsoft is furnishing a copy of the letter from the Staff dated September 30, 2025 as Annex A to this supplement. As to the second proposal, Microsoft withdrew its pending no-action request on October 21, 2025 and is furnishing a copy of the withdrawal letter as Annex B to this supplement. As discussed in more detail in the withdrawal letter, the proponent did not provide a verifiable record of timely submission of the proposal. Microsoft's no-action request was submitted to the SEC on a timely basis, at least 80 days prior to its anticipated mail date for the Proxy Statement. The SEC's Division of Corporation Finance published guidance advising that it would not review or respond to such no action letters during a government shutdown. Given the factual circumstances of the late submission of the proposal, the SEC's consistent concurring responses with respect to no action letters regarding similar procedural defects, the informal nature of the no-action process and the SEC's limited operations during the government shutdown, Microsoft withdrew its no action request and subsequently excluded the proposal from its Proxy Statement. Due to the government shutdown, neither the September 30, 2025 letter from the Staff to Microsoft nor the October 21, 2025 letter to the Staff regarding the withdrawal of the no-action request have been published on the SEC's website. This supplement is provided to ensure that shareholders have the benefit of the relevant correspondence and the context for Microsoft's actions with respect to these proposals. Annex A DIVISION OF CORPORATION FINANCE UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 September 30, 2025 Keith Dolliver Microsoft Corporation Re: Microsoft Corporation (the "Company") Incoming letter dated March 4, 2025 Dear Keith Dolliver: This letter is in response to your correspondence concerning the shareholder proposal (the "Proposal") submitted to the Company by Chris Mueller (the "Proponent") for inclusion in the Company's proxy materials for its upcoming annual meeting of security holders. There appears to be some basis for your view that the Company may exclude the Proposal under Rule 14a-8(f) because the Proponent did not comply with Rule 14a- 8(b)(1)(i). Accordingly, we will not recommend enforcement action to the Commission if the Company omits the Proposal from its proxy materials in reliance on Rules 14a- 8(b)(1)(i) and 14a-8(f). Copies of all of the correspondence on which this response is based will be made available on our website at https://www.sec.gov/corpfin/2024-2025-shareholder- proposals-no-action . Sincerely, Rule 14a-8 Review Team cc: Chris Mueller Annex B Perkins Coie LLP 1301 Second Avenue Suite 4200 Seattle, WA 98101 T. +1.206.359.8000 F. +1

View Full Filing

View this DEFA14A filing on SEC EDGAR