MICROSOFT CORP (MSFT)
Sector: Information Technology
2025 Annual Meeting Analysis
MICROSOFT CORP · Meeting: December 5, 2025
Directors FOR
11
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 12 Directors
Against Analysis
The 3-year TSR trigger fires (MSFT trailed its disclosed peer group median by 47.2 percentage points, exceeding the 35pp threshold for the low-positive absolute TSR tier), but the 5-year relative gap of -16.0pp does not exceed the same 35pp threshold, so the policy's 5-year mitigant applies and the vote is downgraded to FOR.
For Analysis
The 3-year underperformance trigger fires, but the 5-year relative TSR gap of -16.0pp does not exceed the applicable 35pp threshold, so the policy's 5-year mitigant downgrades the vote to FOR; Johnston also brings strong financial expertise as Audit Committee chair.
The 3-year underperformance trigger fires, but the 5-year relative gap of -16.0pp does not breach the 35pp threshold, so the 5-year mitigant applies and the vote is FOR; List has been a director since 2014 and brings extensive CFO-level financial expertise.
MacGregor joined the board in 2023, which is within the 24-month new-director exemption window, so she is fully exempt from the TSR underperformance trigger; no other disqualifying flags are present.
Mason joined the board in 2023, within the 24-month new-director exemption window, and is therefore exempt from the TSR underperformance trigger; no other disqualifying flags are present.
As an executive director, Nadella is subject to the same TSR trigger as all other directors; the 3-year trigger fires, but the 5-year relative gap of -16.0pp does not breach the 35pp threshold, so the 5-year mitigant applies and the vote is FOR.
The 3-year trigger fires, but the 5-year relative gap of -16.0pp does not breach the 35pp threshold, so the 5-year mitigant applies and the vote is FOR; Peterson serves as Lead Independent Director with a well-defined oversight role.
The 3-year trigger fires, but the 5-year relative gap of -16.0pp does not breach the 35pp threshold, so the 5-year mitigant applies and the vote is FOR.
Rainey is a new nominee with no prior board tenure at Microsoft and is therefore fully exempt from the TSR underperformance trigger; he brings relevant CFO experience from Walmart and PayPal.
The 3-year trigger fires, but the 5-year relative gap of -16.0pp does not breach the 35pp threshold, so the 5-year mitigant applies and the vote is FOR; Scharf holds one outside public board seat as Wells Fargo CEO, which is within the policy limit.
The 3-year trigger fires, but the 5-year relative gap of -16.0pp does not breach the 35pp threshold, so the 5-year mitigant applies and the vote is FOR.
The 3-year trigger fires, but the 5-year relative gap of -16.0pp does not breach the 35pp threshold, so the 5-year mitigant applies and the vote is FOR; Walmsley holds one outside public board seat as GSK CEO, within the policy limit.
Microsoft's stock has gained about 15.5% over the past three years, but that trails its own disclosed compensation peer group median by 47.2 percentage points — enough to trigger a potential AGAINST vote under the policy for directors who have served long enough to be held accountable. However, over the five-year window the gap narrows to only 16.0 percentage points, well below the 35-point threshold, so the policy's five-year mitigant applies across the entire slate and all votes are FOR. Two newer directors (MacGregor and Mason, both since 2023) and new nominee Rainey are exempt from the TSR trigger entirely. No overboarding, attendance, or independence concerns were identified.
Say on Pay
✓ FORCEO
Satya Nadella
Total Comp
$79,106,183
Prior Support
91%%
CEO Satya Nadella's reported total compensation of approximately $79.1 million is high in absolute terms, but Microsoft is the world's largest or second-largest company by market capitalization, and the pay program is overwhelmingly performance-based — over 95% of Nadella's target pay is tied to pre-set financial and operational goals plus a relative stock performance modifier, with zero time-based equity. The prior year's say-on-pay vote received over 91% shareholder support, the pay mix is exemplary (100% of CEO equity in performance stock awards with a TSR modifier), the company has a robust clawback policy, and there are no guaranteed bonuses or problematic perquisites. While Microsoft's stock has underperformed its peer group over the past three years, the incentive plan includes a relative TSR modifier that directly reduces payouts when the stock lags peers, demonstrating that the variable pay structure is working as intended to link executive outcomes with shareholder experience.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$53,880,000
Non-Audit Fees
$24,585,000
Non-audit fees (audit-related fees of $19,470,000 plus tax fees of $5,105,000 plus other fees of $10,000, totaling approximately $24,585,000) represent about 45.6% of audit fees of $53,880,000, which falls below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm fully appropriate for a company of Microsoft's size and complexity, and no material restatements were identified. Auditor tenure is not explicitly stated in the proxy, so the tenure trigger cannot fire per policy — the absence of disclosure is noted as a minor negative factor but does not change the vote.
Stockholder Proposals
4 proposals submitted by shareholders
Proposal 5
European Security Program Censorship Risk Audit
The National Center for Public Policy Research is a well-known conservative advocacy organization whose proposals consistently serve political rather than shareholder goals; under the policy's symmetry rule, ideological motivation from either direction disqualifies a proposal regardless of how it is framed. Even setting filer identity aside, Microsoft already undergoes independent assessments of its freedom-of-expression commitments as a founding member of the Global Network Initiative, and the company's detailed opposition statement credibly explains that the European Security Program is a cybersecurity collaboration — not a censorship tool — making the incremental disclosure value of this report minimal.
Proposal 6
Report on Risks of Censorship in Generative Artificial Intelligence
American Conservative Values ETF is explicitly an ideologically motivated fund; its proposals are designed to advance conservative political positions rather than serve the neutral fiduciary interests of all shareholders, and the policy requires voting AGAINST any ideological filer regardless of how the proposal is framed. The proposal's framing around AI 'censorship' of religious and political viewpoints reflects a political agenda rather than a material, measurable shareholder risk — Microsoft already publishes a Responsible AI Transparency Report and undergoes independent Global Network Initiative assessments covering exactly these topics.
Proposal 7
Report on AI Data Usage Oversight
The National Legal and Policy Center is a conservative advocacy organization whose filings across many companies consistently reflect ideological rather than fiduciary motivations, triggering an automatic AGAINST under the policy's symmetry rule. While AI data sourcing is a genuinely material topic, Microsoft's opposition response is substantive — the company already discloses its data sourcing practices through model cards, transparency notes, and upcoming EU AI Act compliance reports, and the filer's reliance on politically charged framing (NSA connections, surveillance conspiracies) further confirms advocacy rather than shareholder-interest motivation.
Proposal 8
Report on Data Operations in Human Rights Hotspots
This proposal comes from a credible individual shareholder (not an ideological advocacy group) asking for a disclosure report on how Microsoft evaluates human rights risks when siting cloud datacenters in countries with serious human rights concerns — a straightforward and material governance transparency request. The underlying risk is real: Microsoft has opened a datacenter in Saudi Arabia, a country the U.S. State Department flags for pervasive government surveillance and prosecution of online activity, and the company has not publicly disclosed whether it conducted a human rights impact assessment as required under the UN Guiding Principles on Business and Human Rights. Microsoft's opposition statement emphasizes general policies and GNI membership but does not credibly demonstrate site-specific due diligence or any publicly available assessment of the Saudi datacenter, leaving a genuine disclosure gap that justifies shareholder support for this report.
Actual Vote Results
8-K filed December 8, 2025
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| John David Rainey | 99.7% | 5.2B | 14.7M | ✓ Elected |
| Catherine MacGregor | 99.5% | 5.1B | 26.6M | ✓ Elected |
| Penny S. Pritzker | 99.5% | 5.1B | 27.3M | ✓ Elected |
| Emma N. Walmsley | 99.5% | 5.1B | 27.9M | ✓ Elected |
| Reid G. Hoffman | 99.1% | 5.1B | 48.3M | ✓ Elected |
| Mark A. L. Mason | 99.0% | 5.1B | 52.3M | ✓ Elected |
| John W. Stanton | 97.7% | 5.1B | 118.3M | ✓ Elected |
| Sandra E. Peterson | 96.8% | 5.0B | 166.8M | ✓ Elected |
| Teri L. List | 96.6% | 5.0B | 175.3M | ✓ Elected |
| Charles W. Scharf | 95.6% | 4.9B | 227.0M | ✓ Elected |
| Satya Nadella | 93.5% | 4.8B | 337.0M | ✓ Elected |
| Hugh F. Johnston | 91.5% | 4.7B | 437.8M | ✓ Elected |
Say on Pay
For 4.7B · Against 415.8M · Abstain 22.9M
Auditor Ratification
For 5.9B · Against 408.3M · Abstain 15.2M
Other Proposals
Proposal 4
Approval of Microsoft Corporation 2026 Stock Plan
Proposal 5
European Security Program Censorship risk audit
Proposal 6
Report on risks of censorship in generative artificial intelligence
Proposal 7
Report on AI data usage oversight
Proposal 8
Report on data operations in human rights hotspots
Proposal 9
Report on human rights due diligence
Proposal 10
Report on AI and machine learning tools for oil and gas development and production
Overall Assessment
Microsoft's 2025 annual meeting ballot is largely straightforward — the auditor ratification and say-on-pay proposals both clear the policy's thresholds comfortably, and the full director slate receives FOR votes because a genuine 3-year TSR underperformance trigger (MSFT trailed its peer group by 47.2 percentage points) is neutralized by a solid 5-year track record that falls well within the policy's acceptable range. Of the six shareholder proposals, three are submitted by ideological conservative filers (National Center for Public Policy Research, American Conservative Values ETF, National Legal and Policy Center) and are automatically voted AGAINST under the policy's symmetry rule; the human rights hotspots disclosure proposal from a credible individual shareholder earns a FOR vote given a genuine and unaddressed disclosure gap regarding Microsoft's Saudi Arabia datacenter.
Compensation Peer Group
24 companies disclosed in 2025 proxy filing