Microsoft Corporation

Ticker: MSFT
Meeting date: 13/12/2022
Meeting type: Annual
Proposal Mgt rec Vote
Management proposals
1.1 Elect Director Reid G. Hoffman For For
1.2 Elect Director Hugh F. Johnston For For
1.3 Elect Director Teri L. List For For
1.4 Elect Director Satya Nadella Vote rationale: The board should exercise objective judgement on corporate affairs and be able to make decisions independently of management. The roles of chairperson and CEO should not be held by the same individual. Where a company founder combines both roles, we may support this for a limited period, provided the board has put in place measures to mitigate any conflicts of interest. Global Voting Guidelines Separation of chairperson and CEO For Against
1.5 Elect Director Sandra E. Peterson For For
1.6 Elect Director Penny S. Pritzker For For
1.7 Elect Director Carlos A. Rodriguez For For
1.8 Elect Director Charles W. Scharf For For
1.9 Elect Director John W. Stanton For For
1.10 Elect Director John W. Thompson For For
1.11 Elect Director Emma N. Walmsley For For
1.12 Elect Director Padmasree Warrior For For
2 Advisory Vote to Ratify Named Executive Officers' Compensation For For
3 Ratify Deloitte & Touche LLP as Auditors For For
Shareholder proposals
4 Report on Cost/Benefit Analysis of Diversity and Inclusion Against Against
5 Report on Hiring of Persons with Arrest or Incarceration Records Against Against
6 Assess and Report on the Company's Retirement Funds' Management of Systemic Climate Risk Against Against
7 Report on Government Use of Microsoft Technology Vote rationale: The board should account for material sustainability risks facing the company, and the broader environmental and social consequences of its operations and products. Sustainability disclosures should be aligned with applicable global reporting standards and frameworks to support investors in their analysis of risks and opportunities. Where a company’s disclosure does not meet our needs as a financial investor, we will consider supporting a well-founded shareholder proposal calling for reasonable disclosure. We will not support a shareholder proposal that appears to impose a strategy or prescribe detailed methods, unrealistic timeframes or targets for implementation. Global Voting Guidelines Corporate sustainability reporting Against For
8 Report on Development of Products for Military Against Against
9 Report on Tax Transparency Vote rationale: The board should account for material sustainability risks facing the company, and the broader environmental and social consequences of its operations and products. Sustainability disclosures should be aligned with applicable global reporting standards and frameworks to support investors in their analysis of risks and opportunities. Where a company’s disclosure does not meet our needs as a financial investor, we will consider supporting a well-founded shareholder proposal calling for reasonable disclosure. We will not support a shareholder proposal that appears to impose a strategy or prescribe detailed methods, unrealistic timeframes or targets for implementation. Global Voting Guidelines Corporate sustainability reporting Against For

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