Microsoft Corp. · NASDAQ:MSFT
Microsoft — Shareholder Meeting (November 2015)
16 slides from Microsoft's shareholder meeting presentation, Nov 16, 2015
Slide 1: Schedule 14A Proxy Statement
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __ ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Pr
Slide 2: Letter to Shareholders
November 16, 2015 Dear Shareholder, First and foremost, thank you for your continued investment in Microsoft. As we look ahead to our annual shareholders meeting on December 2, 2015, I would like to update you about developments at Microsoft over the past year, and ask for your support on the propos
Slide 3: Annual Shareholders Meeting Items
Annual Shareholders Meeting Items At the December 2 annual meeting, our shareholders will vote on three management proposals. • Election of eleven directors. Our director nominees represent an engaged, skilled group of individuals with the experience and expertise to help guide Microsoft through its
Slide 4: Shareholder Update, November 2015
Shareholder2015 November Update
Slide 5: Agenda
Continuing Agenda Mission Business New Executive Fiscal Evolution Best Proxy 2Governance Practices Director Access Year and Momentum of Compensation 2015 Our and Strategy Executive Nominees inStrategic Compensation Corporate Executive and Pay Transformation Performance Governance Pay for Fiscal Best
Slide 6: Our Mission and Strategic Transformation
Continuing Our of Business The We Reinvent Build Create 3Microsoft both will transformation mission best-in-class the more individuals realize Strategy productivity intelligent | Our personal is to our Strategic empower platforms and mission we cloud computing and are organizations. Transformation b
Slide 7: Business Momentum and Financial Performance
Business Commercial Completed Increased Bing Office 10Total 57.17% 35.05% 8.67% 70% 60% 50% 40% 30% 3220% (in $7.70 $4.61 $0 $10 $15 $25 TSR Buyback Dividend FY15 FY14 FY13 48% $10.06 $13.21 $6.41 $93.6 3-Year *FY14 Microsoft 0% Year billions) (%) search Cash $9.27 billion 365 Revenue and Momentum A
Slide 8: Board Composition and Nominees
Accomplished Evolving Sandra Group Johnson Responsible operating understanding Padmasree (Nominated Former She has global 5Microsoft wide-ranging wascompany, Worldwide Peterson Chief & responsible Board experience | Johnson Warrior for for Technology of Director election Johnson Composition and how
Slide 9: Executive Compensation Pay Philosophy
Five Competitive Equity At Sustainable Large Performance Explicit Compensation We Our Microsoft least pay explicitly discourage executive core majority Incentives competitively 70% Pay tenets | 6Long-term and Pay of tie compensation Philosophy Governance unnecessary of annual inform pay Performance
Slide 10: Compensating Our CEO
Compensating Aligned Annual Long-term Total Target $1,200,000 Ranges $13,200,000 FY2015 $18,000,000 46th 104% 120% 13.33% The technology Microsoft annual percentile Annual of ofCash Base from of to Opportunity Results: target $3,600,000 |maximum business Incentive 7sector compensation annual 0%-300%
Slide 11: Peer Group and CEO Pay Comparison
FY15 QUALCOMM, Oracle Yahoo!, General Exxon JPMorgan Chevron Merck Johnson AT&T, Pfizer American Goldman Cisco 3M HP, Wal-Mart IBM Adobe Procter Caterpillar, Verizon… Symantec NIKE, Accenture UnitedHealth E.I. Intel EMC The United *Based Apple, Visa, McDonald’s Amazon.com, Facebook, Alphabet, Micros
Slide 12: Executive Compensation Program Evolution
Executive Compensation The Key Introduced Added 90% Reduced 56% No 2015 Time-Based Annual 2016 73% 9% Incentive Stock Performance-Based 18% Variable Note: 36.5% Microsoft change Compensation 2016 of compensation graphic Award Relative annual CEO Base Annual Time-Based maximum Award Program |9 Compen
Slide 13: Long-Term Performance-based Stock Awards
Long-Term Performance-based Overall Microsoft’s NEO At 18.0% 9% Stock 36.5% Performance Financial Salary Bonus 3-yr Strategic FY18 (16.7%) Relative Microsoft Risk Aggregation Pay Awards Win Commercial 2016 TSR (50%) (50%) Mix | 10 10 Incentive pay Stock Compensation multiplier Monthly mix ofSubscrib
Slide 14: Performance Payout Curve
Performance No TSR Payout Microsoft payout Multiplier Curve opportunity | earned 11Stock for Each unless Award ranges Metric threshold Payout from 0%Opportunity performance to 400% of the is achieved target number for at least of shares, one metric including the TSR multiplier, which establishes acc
Slide 15: Proxy Access
Proxy Microsoft’s In in The holders holding can Microsoft August the nominate proxy Company’s Access of the2015, |at access 12 shares Board least twowebylaw proxy 3individuals continuously ispercent adopted committed provides statement of a or “Proxy Microsoft’s for to 20 that and strong at percent
Slide 16: Progressive Governance Practices
Leader Progressive Directors Regularly 82%+ Separate independent Proxy Majority (one Annually Simple Shareholders Robust History Effective Aggressive Executive (ranging Anti-hedging Independent Responsibly No Microsoft stock employment change special guaranteed ofaccess ofin majority shareholder the