Microsoft proxy statements

Microsoft MSFT

Microsoft's December 10, 2024 meeting votes on 12 directors, pay, the auditor and shareholder proposals

Annual meeting Dec 10, 2024Filed Oct 24, 2024Original

A proxy statement (DEF 14A) is what a US listed company sends holders before its annual meeting: the proposals, the board's position on each, and the officers' pay.

What was Microsoft's chief executive paid?

Pay versus performance table · 4 fiscal years

Chief executive · fiscal 2024 total pay

$79.1M

Compensation actually paid $171.3M

$100 put in on Jul 1, 2020 was worth $227.00 on Jun 30, 2024 · peer group $243.00

Chief executive's pay by fiscal year
Chief executive's pay by fiscal year
Fiscal yearTotal payActually paid
2021$49.9M$139.1M
2022$54.9M$56.9M
2023$48.5M$93.2M
2024$79.1M$171.3M
Fiscal 2024 (ended Jun 30, 2024) · filed Oct 24, 2024Whalegun

What holders vote on

  1. 1Election of 12 directorsDirectorsBoard: for
  2. 2Advisory vote to approve named executive officer compensationExecutive payBoard: for
  3. 3Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2025AuditorBoard: for
  4. 4Shareholder proposal: report on risks of weapons developmentShareholder proposalBoard: against
  5. 5Shareholder proposal: assessment of investing in BitcoinShareholder proposalBoard: against
  6. 6Shareholder proposal: report on data operations in human rights hotspotsShareholder proposalBoard: against
  7. 7Shareholder proposal: report on AI and ML tools for oil and gas development and productionShareholder proposalBoard: against
  8. 8Shareholder proposal: report on AI misinformation and disinformationShareholder proposalBoard: against
  9. 9Shareholder proposal: report on AI data sourcing accountabilityShareholder proposalBoard: against

What the statement says

  • The 12 nominees include Chairman and CEO Satya Nadella, and the Board supports the slate.
  • The Board supports ratifying Deloitte & Touche LLP as independent auditor for fiscal year 2025.
  • Six shareholder proposals are up for a vote if properly presented, and the Board opposes all of them.
  • The Board says over 95% of the CEO's annual target compensation opportunity is performance-based.

Pay and what holders earned

Total pay is the summary compensation table's total; compensation actually paid adds the change in value of the awards over the year, so it moves with the share price.

Fiscal yearChief executiveTotal payActually paidOther officers' averageValue of $100Peer groupNet income
Jun 30, 2024Chief executive$79.1M$171.3M$21.1M$227.00$243.00$88.1B
Jun 30, 2023Chief executive$48.5M$93.2M$16M$172.00$168.00$72.4B
Jun 30, 2022Chief executive$54.9M$56.9M$20.1M$128.00$123.00$72.7B
Jun 30, 2021Chief executive$49.9M$139.1M$22.3M$134.00$150.00$61.3B

The $100 is invested on Jul 1, 2020.

The company's own statement, put into Korean. The numbers are the statement's.