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This excerpt taken from the MSFT DEF 14A filed Sep 29, 2009. SHAREHOLDER PROPOSAL NO. 2 Mr. Thomas Strobhar, 2121 Upper Bellbrook Road, Xenia, Ohio 45385, has notified the Company that he intends to submit the following proposal at this year’s Annual Meeting: Whereas, charitable contributions should enhance the image of our company in the eyes of the public. Whereas, making known the recipients of our company’s charitable gifts to as many people as possible should promote the company’s interests. Resolved, it is requested that our company list the recipients of corporate charitable contributions of $5,000 or more on the company website. This excerpt taken from the MSFT DEF 14A filed Sep 29, 2008. SHAREHOLDER PROPOSAL NO. 3 Mr. Thomas Strobhar, 2121 Upper Bellbrook Road, Xenia, Ohio 45385, has notified the Company that he intends to submit the following proposal at this year’s Annual Meeting: Whereas, charitable contributions should enhance the image of our company in the eyes of the public. Whereas, making known the recipients of our company’s charitable gifts to as many people as possible should promote the company’s interests. Resolved, it is requested that our company list the recipients of corporate charitable contributions of $5,000 or more on the company website. This excerpt taken from the MSFT DEF 14A filed Sep 21, 2007. SHAREHOLDER PROPOSAL NO. 2 John C. Harrington, 1001 2nd Street, Suite 325, Napa, California 94559 has notified the Company that he intends to submit the following proposal at this year’s annual meeting: RESOLVED: To amend the corporate Bylaws, by inserting the following new Article VII: Article VII — Board Committee on Human Rights 7.1 There is established a Board Committee on Human Rights, which is created and authorized to review the implications of company policies, above and beyond matters of legal compliance, for the human rights of individuals in the US and worldwide. 7.2 The Board of Directors is authorized in its discretion consistent with these Bylaws, the Articles of Incorporation and applicable law to (1) select the members of the Board Committee on Human Rights, (2) provide said committee with funds for operating expenses, (3) adopt regulations or guidelines to govern said Committee’s operations, (4) empower said Committee to solicit public input and to issue periodic reports to shareholders and the public, at reasonable expense and excluding confidential information, including but not limited to an annual report on the implications of company policies, above and beyond matters of legal compliance, for the human rights of individuals in the US and worldwide, and (5) any other measures within the Board’s discretion consistent with these Bylaws and applicable law. 7.3 Nothing herein shall restrict the power of the Board of Directors to manage the business and affairs of the company. The Board Committee on Human Rights shall not incur any costs to the company except as authorized by the Board of Directors.
This excerpt taken from the MSFT DEF 14A filed Oct 4, 2006. 5. SHAREHOLDER PROPOSAL NO. 3 Mr. Mark Latham, 1755 Robson Street, #469, Vancouver, B.C., Canada V6G 3B7, has notified the Company that he intends to submit the following proposal at this year’s Annual Meeting: WHEREAS many shareowners lack the time and expertise to make the best voting decisions, yet prefer not to always follow directors’ recommendations, because of possible conflicts of interest; WHEREAS shareowners have a common interest in obtaining sound independent advice, but often insufficient private interest to justify paying for it individually (the “free-rider” problem); THEREFORE BE IT RESOLVED that Microsoft Corporation shareowners request the Board of Directors to hire a proxy advisory firm for one year, to be chosen by shareowner vote. Shareowners request the Board to take all necessary steps to enact this resolution in time to hold the vote at the year-2007 shareowner meeting, with the following features:
Supporting Statement: The proxy advisor would be paid with Company funds to give shareowners an independent professional opinion. Independence would be further enhanced by having shareowners choose the proxy advisor. This could also increase competition in the proxy advisory business, because new entrants could earn fees on a company-by-company basis, without covering thousands of companies. Example of shareowners’ lack of time and expertise: http://boards.fool.com/Message.asp?mid=19682916 : “I tried to read the proxy statement, but I still don’t understand whether the change is shareholder friendly or not.” Example of mistrust of directors’ recommendations: Harris Poll, September 2003, at www.sec.gov/rules/proposed/s71903/gmcentee092403.pdf : “Support for corporate management nominees is also mixed with majorities of shareholders having withheld support from a management nominee.” The conflicts of interest among managers, directors and shareowners are described in Robert Monks and Nell Minow’s 2003 book Corporate Governance, along with shareowners’ “free-rider” and “rational ignorance” problems. Articles discussing the company-pay system for proxy advice are on the Corporate Monitoring website at www.corpmon.com/publications.htm. | EXCERPTS ON THIS PAGE:
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