Microsoft Outlines Growth Agenda at Annual Shareholder Meeting

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Strength in Windows sales; shareholders support compensation in triennial “say on pay” vote.

REDMOND, Wash. — Nov. 19, 2009 — Speaking at Microsoft Corp.’s Annual Shareholder Meeting today, Chief Executive Officer Steve Ballmer highlighted the strength of the company’s execution over the past year, announced record sales figures for Windows 7, and detailed the company’s plans to continue to deliver shareholder value in the long term.

“Windows 7 is the simply best PC operating system we have ever built,” Ballmer said. “It enables people to do more of what they want to do more easily and more quickly, and customers are responding. Since launch, we’ve already sold twice as many units of Windows 7 than any other operating system we’ve ever launched in a comparable time.”

Ballmer also pointed to the momentum the company was experiencing in other key areas of its business, with delivery of products and services including Bing, Windows Server 2008, Windows Azure, and the upcoming release of Microsoft Office 2010.

Over 98 percent of the voting shareholders supported the company’s executive compensation practices in Microsoft’s first vote on executive compensation, also known as “say on pay.” In September, Microsoft’s board adopted a triennial “say on pay” model in which the company’s shareholders will have the opportunity to vote every three years on the compensation program for the company’s named executive officers. Microsoft’s executive compensation program emphasizes long-term equity, rather than short-term cash, to link executive compensation more closely to company performance and the interests of shareholders. Microsoft is the first company to proactively implement a triennial vote.

In addition, the following proposals were acted on by the company’s shareholders at the shareholder meeting:

• Elected nine directors to serve until the next annual meeting of shareholders

• Ratified the selection of Deloitte & Touche LLP as the company’s independent auditor

• Approved amendments to the company’s articles of incorporation, creating a right for shareholders to call a special meeting

• Voted down two shareholder proposals related to healthcare reform and charitable contributions


All director nominees, the “say on pay” proposal and the ratification of the independent auditor each received a vote of over 98 percent of votes cast.

The proposed amendments to the articles of incorporation received a vote of over 99 percent of votes cast (and 85 percent of shares entitled to vote).

The shareholder proposals that were not approved each received 4 percent of votes cast.

Microsoft’s board of directors consists of William H. Gates, Microsoft chairman; Steven A. Ballmer, Microsoft chief executive officer; Dina Dublon, former chief financial officer of JPMorgan Chase; Raymond V. Gilmartin, former chairman, president and chief executive officer of Merck & Co. Inc.; Reed Hastings, founder, chairman and chief executive officer of Netflix Inc.; Dr. Maria Klawe, president of Harvey Mudd College; David F. Marquardt, general partner at August Capital; Charles H. Noski, former vice chairman of AT&T Corp.; and Dr. Helmut Panke, former chairman of the board of management at BMW Bayerische Motoren Werke AG. Seven of the nine board members are independent, consistent with the requirement in the company’s governance guidelines that a substantial majority be independent.

The board has five committees: an Audit Committee, a Compensation Committee, a Finance Committee, a Governance and Nominating Committee, and an Antitrust Compliance Committee. The Audit Committee members are Dublon, Panke, and Noski (chairperson). The Compensation Committee members are Dublon (chairperson), Hastings and Panke. The Finance Committee members are Hastings, Marquardt (chairperson) and Noski. The Governance and Nominating Committee members are Gilmartin (chairperson) and Marquardt. The Antitrust Compliance Committee members are Gilmartin, Klawe, and Panke (chairperson).

Founded in 1975, Microsoft (Nasdaq “MSFT”) is the worldwide leader in software, services and solutions that help people and businesses realize their full potential.

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