Microsoft Corporation

Ticker: MSFT
Meeting date: 10/12/2024
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 Catherine MacGregor For For
1.5 Elect Director Mark A. L. Mason For For
1.6 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
1.7 Elect Director Sandra E. Peterson For For
1.8 Elect Director Penny S. Pritzker For For
1.9 Elect Director Carlos A. Rodriguez For For
1.10 Elect Director Charles W. Scharf For For
1.11 Elect Director John W. Stanton For For
1.12 Elect Director Emma N. Walmsley For For
2 Advisory Vote to Ratify Named Executive Officers' Compensation Vote rationale: The board is responsible for attracting the right CEO and setting appropriate remuneration. A substantial proportion of annual remuneration should be provided as shares that are locked in for five to ten years, regardless of resignation or retirement. The board should provide transparency on total remuneration to avoid unacceptable outcomes. The board should ensure that all benefits have a clear business rationale. Pensionable income should constitute a minor part of total remuneration. Global Voting Guidelines CEO remuneration For Against
3 Ratify Deloitte & Touche LLP as Auditors For For
Shareholder proposals
4 Report on Risks of Weapons Development Vote rationale: We will not support a shareholder proposal where the company does not appear to have significant gaps in their management or reporting of the relevant sustainability risk. We assess companies against our public expectations on environmental and social issues. We may consider direction of travel and pace of change as part of our assessments. Global Voting Guidelines Shareholder proposals on sustainability Against Against
5 Assess and Report on Investing in Bitcoin Vote rationale: We will not support a shareholder proposal where the company does not appear to have significant gaps in their management or reporting of the relevant sustainability risk. We assess companies against our public expectations on environmental and social issues. We may consider direction of travel and pace of change as part of our assessments. Global Voting Guidelines Shareholder proposals on sustainability Against Against
6 Report on Risks of Operating in Countries with Significant Human Rights Concerns 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
7 Report on Risks of Using Artificial Intelligence and Machine Learning Tools for Oil and Gas Development and Production Vote rationale: We will not support a shareholder proposal that does not address a material sustainability risk or salient issue for the sector. Global Voting Guidelines Shareholder proposals on sustainability Against Against
8 Report on Risks Related to AI Generated Misinformation and Disinformation 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
9 Report on AI Data Sourcing Accountability Vote rationale: We will not support a shareholder proposal where the company does not appear to have significant gaps in their management or reporting of the relevant sustainability risk. We assess companies against our public expectations on environmental and social issues. We may consider direction of travel and pace of change as part of our assessments. Global Voting Guidelines Shareholder proposals on sustainability Against Against

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