Microsoft files 2025 proxy; sets Dec. 5 virtual AGM; proposes new 2026 Stock Plan and board changes
October 21, 2025000
- Annual Shareholders Meeting scheduled for 2025-12-05 at 08:30 a.m. PT; virtual-only at virtualshareholdermeeting.com/MSFT25; record date 2025-09-30
- Ballot items: elect 12 directors; advisory say-on-pay; ratify Deloitte & Touche LLP as FY2026 auditor; approve Microsoft Corporation 2026 Stock Plan; vote on 6 shareholder proposals
- 2026 Stock Plan: authorizes 226,000,000 new shares; estimated total shares available for grant as of record date ~303,426,686 plus recycled shares per plan terms; plan includes clawback provisions, no evergreen feature, no single-trigger change-in-control acceleration
- Board changes: John David Rainey (EVP & CFO, Walmart Inc.) nominated for election; Carlos Rodriguez not seeking re-election and will end board service in December
- Company published 2025 Proxy Statement and Annual Report to Shareholders (ARS) on Investor Relations site