Microsoft MSFT
Microsoft's December 5, 2025 meeting votes on 12 directors, a stock plan and 6 shareholder proposals
Annual meeting Dec 5, 2025Filed Oct 21, 2025Original
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 · 5 fiscal years
Chief executive · fiscal 2025 total pay
$96.5M
Compensation actually paid $131.1M
$100 put in on Jul 1, 2020 was worth $255.00 on Jun 30, 2025 · peer group $276.00
| Fiscal year | Total pay | Actually paid |
|---|---|---|
| 2021 | $49.9M | $139.1M |
| 2022 | $54.9M | $56.9M |
| 2023 | $48.5M | $93.2M |
| 2024 | $79.1M | $171.3M |
| 2025 | $96.5M | $131.1M |
Fiscal 2025 (ended Jun 30, 2025) · filed Oct 21, 2025Whalegun
What holders vote on
- 1Election of 12 directorsDirectorsBoard: for
- 2Advisory vote to approve named executive officer compensationExecutive payBoard: for
- 3Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2026AuditorBoard: for
- 4Approval of the Microsoft Corporation 2026 Stock PlanStock planBoard: for
- 5Shareholder proposal: European security program censorship risk auditShareholder proposalBoard: against
- 6Shareholder proposal: report on risks of censorship in generative artificial intelligenceShareholder proposalBoard: against
- 7Shareholder proposal: report on AI data usage oversightShareholder proposalBoard: against
- 8Shareholder proposal: report on data operations in human rights hotspotsShareholder proposalBoard: against
- 9Shareholder proposal: report on human rights due diligenceShareholder proposalBoard: against
- 10Shareholder proposal: report on AI and machine learning tools for oil and gas development and productionShareholder proposalBoard: against
What the statement says
- Of the 12 nominees, John David Rainey, Walmart's CFO, is new; Carlos Rodriguez is not seeking re-election.
- The board supports approval of the Microsoft Corporation 2026 Stock Plan.
- The 6 shareholder proposals ask for reports or audits on AI censorship, AI data usage, human rights due diligence and AI tools for oil and gas.
- The board opposes all of the shareholder proposals.
Vote results
Results the company reported on Dec 8, 2025Pay 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 year | Chief executive | Total pay | Actually paid | Other officers' average | Value of $100 | Peer group | Net income |
|---|---|---|---|---|---|---|---|
| Jun 30, 2025 | Chief executive | $96.5M | $131.1M | $24.5M | $255.00 | $276.00 | $101.8B |
| Jun 30, 2024 | Chief executive | $79.1M | $171.3M | $21.1M | $227.00 | $243.00 | $88.1B |
| Jun 30, 2023 | Chief executive | $48.5M | $93.2M | $16M | $172.00 | $168.00 | $72.4B |
| Jun 30, 2022 | Chief executive | $54.9M | $56.9M | $20.1M | $128.00 | $123.00 | $72.7B |
| Jun 30, 2021 | Chief 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.