REDMOND, Wash. — Nov. 19, 2008 — Microsoft Corp. today held its Annual Shareholder Meeting, where Microsoft chief executive officer Steve Ballmer discussed the company’s plans to drive continued long-term growth and shareholder value in a challenging economic environment. Ballmer also highlighted the new Windows Azure and Azure Services Platform technologies that position Microsoft as a leader in the transformation to software plus services.
“Windows Azure and the Azure Services Platform are the result of a multi-year investment and they are vital to the future of the company. They represent our belief that the key to delivering value today and in the future lies in combining the best aspects of software running on PCs, servers, and devices with the best aspects of services running on the Web,” Ballmer said.
Bill Gates, chairman of Microsoft, discussed the role Microsoft and technology will play in transforming the way people interact with each other and understand the world. Gates also thanked retiring Board Member Jon Shirley for his 25 years of service to the company.
At the annual shareholder meeting, the following proposals were acted on by the company’s shareholders:
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Elected nine directors to serve until the next annual meeting of shareholders
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Approved material terms of the performance criteria under the Executive Officer Incentive Plan
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Approved amendments to the 1999 Stock Option Plan for Non-Employee Directors
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Ratified the selection of Deloitte & Touche LLP as the company’s independent auditor for fiscal year 2009
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Voted down three shareholder proposals
All director nominees and other proposals that were approved received a vote of over 90 percent.
The shareholder proposals that were not approved each received a vote of less than 6 percent.
Microsoft’s board of directors consists of William H. Gates, Microsoft chairman; Steven A. Ballmer, Microsoft chief executive officer; James I. Cash Jr., Ph.D., emeritus James E. Robison professor of business administration at Harvard Business School; Dina Dublon, former chief financial officer of JPMorgan Chase; Raymond V. Gilmartin, former chairman, president and chief executive officer of Merck & Co. Inc.; Reed Hastings, founder, chairman and chief executive officer of Netflix Inc.; David F. Marquardt, general partner at August Capital; Charles H. Noski, former vice chairman of AT&T Corp.; and Dr. Helmut Panke, former chairman of the board of management at BMW Bayerische Motoren Werke AG. Seven of the nine board members are independent, consistent with the requirement in the company’s governance guidelines that a majority be independent.
The board has five committees: an Audit Committee, a Compensation Committee, a Finance Committee, a Governance and Nominating Committee, and an Antitrust Compliance Committee. The Audit Committee members are Cash, Dublon, and Noski (chairperson). The Compensation Committee members are Dublon (chairperson), Hastings and Panke. The Finance Committee members are Hastings, Marquardt (chairperson) and Noski. The Governance and Nominating Committee members are Cash and Gilmartin (chairperson). The Antitrust Compliance Committee members are Cash (chairperson), Gilmartin and Panke.
Founded in 1975, Microsoft (Nasdaq “MSFT”) is the worldwide leader in software, services and solutions that help people and businesses realize their full potential.
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