MICROSOFT CORPORATION | Permit written consent

Status
Omitted
AGM date
Resolution details
Company ticker
MSFT
Lead filer
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Filer type
Shareholder
Company sector
Technology
Company HQ country
United States
Resolved clause
Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any unnecessary restriction based on length of stock ownership or the method by which shareholders hold their shares). This includes that there be no additional requirements, including procedural requirements, in regard to shareholders acting by written consent other than those specified in § 228 DGCL. Shareholders acting by written consent is a means that shareholders of a company can use to put forth a proposal on a timely basis without waiting for the next annual shareholder meeting. To guard against the MSFT Board of Directors and management becoming complacent shareholders need the ability to act by written consent and to call for a special shareholder meeting. Written consent is a shareholder right that requires the formal backing of a MSFT majority based on all shares outstanding. This majority support requirement in reality is much more than majority support because it is not economically possible to contact a significant percent of MSFT shares to get their formal backing. Thus for an issue to still get majority support, based on all shares outstanding, under written consent it could easily need more than 60% support from the MSFT shares are economically possible to reach. How can MSFT be opposed to a 60% majority? Being opposed to this proposal means being opposed to decisions by a 60% majority of MSFT shareholders. Please be in favor of 60% majority decisions and vote for a Shareholder Right to Act by Written Consent - Proposal 4

DISCLAIMER: By including a shareholder resolution or management proposal in this database, neither the PRI nor the sponsor of the resolution or proposal is seeking authority to act as proxy for any shareholder; shareholders should vote their proxies in accordance with their own policies and requirements.

Any voting recommendations set forth in the descriptions of the resolutions and management proposals included in this database are made by the sponsors of those resolutions and proposals, and do not represent the views of the PRI.

Information on the shareholder resolutions, management proposals and votes in this database have been obtained from sources that are believed to be reliable, but the PRI does not represent that it is accurate, complete, or up-to-date, including information relating to resolutions and management proposals, other signatories’ vote pre-declarations (including voting rationales), or the current status of a resolution or proposal. You should consult companies’ proxy statements for complete information on all matters to be voted on at a meeting.