UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
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Microsoft Corporation
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You are receiving this communication because you hold shares in the above company, and the material you should review before you cast your vote is now available. This communication presents only an overview of the more complete proxy material that is available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy material before voting.
Proxy Material Available ** IMPORTANT NOTICE **
Regarding the Availability of Proxy Material Shareholder Meeting to be held on See the Reverse Side for Meeting Information and Instructions on How to Vote BROKER
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0000003571_1 R200803.14
MICROSOFT CORPORATION Nov 19, 2008
1 Form 10-K
2 Notice & Proxy Statement
November 06, 2008
Return Address Line 1
Return Address Line 2
Return Address Line 3
51 MERCEDES WAY
EDGEWOOD NY 11717
Investor Address Line 1
Investor Address Line 2
Investor Address Line 3
Investor Address Line 4
Investor Address Line 5
John Sample
1234 ANYWHERE STREET
ANY CITY, ON A1A 1A1
0000003571_1 R200803.14
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Should you choose to vote these shares in person at the meeting you must request a “legal proxy”. To request a legal proxy please follow the instructions at www.proxyvote.com or request a paper copy of the material. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting material for any special requirements for meeting attendance. To vote now by Internet, go to
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Please refer to the proposals and follow the instructions.
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0000003571_2 R200803.14
Annual Meeting
November 19, 2008
8:00 AM PST
September 05, 2008
Meydenbauer Center
11100 NE 6th Street
Bellevue, WA 98004
0000003571_2 R200803.14
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0000003571_3 R200803.14
The Board of Directors recommends you
vote FOR the following proposal(s).
1. Election of Directors
Nominees
1 Steven A. Ballmer
2 James I Cash, Jr.
3 Dina Dublon
4 William H. Gates III
5 Raymond V. Gilmartin
6 Reed Hastings
7 David F. Marquardt
8 Charles H. Noski
9 Helmut Panke
The Board of Directors recommends you vote FOR the following proposal(s).
10 Approval of material terms of performance criteria under the Executive Officer Incentive Plan
11 Approval of amendments to the 1999 Stock Option Plan for Non-Employee Directors
12 Ratification of the Selection of Deloitte & Touche LLP as the Company’s Independent
The Board of Directors recommends you vote AGAINST the following proposal(s).
13 Shareholder Proposal - Adoption of Policies on Internet Censorship Ratification
14 Shareholder Proposal - Establishment of Board Committee on Human Rights
15 Shareholder Proposal - Disclosure of Charitable Contributions
0000003571_3 R200803.14
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THIS SPACE RESERVED FOR LANGUAGE PERTAINING TO
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AS REQUIRED BY THE NEW YORK STOCK EXCHANGE
Voting Instructions
THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE
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MICROSOFT CORPORATION ANNUAL MEETING TO BE HELD ON 11/19/08 AT 08:00 A.M. PST
FOR HOLDERS AS OF 09/05/08 * ISSUER CONFIRMATION COPY - INFO ONLY *
5 1-0001 THIS FORM IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. PLEASE DO NOT USE IT FOR VOTING PURPOSES. 594918104
DIRECTORS
FOLD AND DETACH HERE
<---- IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON 11/19/08 FOR MICROSOFT CORPORATION THE FOLLOWING MATERIAL IS AVAILABLE AT WWW.PROXYVOTE.COM
- PROXY STATEMENT - ANNUAL REPORT
2 -I -S
DIRECTORS (MARK “X” FOR ONLY ONE BOX)
X THIS SPACE INTENTIONALLY LEFT BLANK
X PLEASE INDICATE YOUR VOTING
X INSTRUCTIONS FOR EACH PROPOSAL
DIRECTORS PROPOSAL(S) RECOMMEND
1*-ELECTION OF DIRECTOR: WILLIAM H. GATES III --------------->>> FOR --->>> 1
0019900
2*- ELECTION OF DIRECTOR: STEVEN A. BALLMER --------------->>> FOR --->>> 2
0019900
3*- ELECTION OF DIRECTOR: JAMES I. CASH JR.--------------->>> FOR --->>> 3
0019900
4*-ELECTION OF DIRECTOR: DINA DUBLON --------------->>> FOR --->>> 4
0019900
5*- ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN --------------->>> FOR --->>> 5
0019900
6 *-ELECTION OF DIRECTOR: REED HASTINGS --------------->>> FOR --->>> 6
0019900
7 *-ELECTION OF DIRECTOR: DAVID F. MARQUARDT --------------->>> FOR --->>> 7
0019900
8*- ELECTION OF DIRECTOR: CHARLES H. NOSKI --------------->>> FOR --->>> 8
0019900
9*-ELECTION OF DIRECTOR: HELMUT PANKE --------------->>> FOR ---->>> 9
0019900
10*- TO APPROVE MATERIAL TERMS OF PERFORMANCE CRITERIA UNDER THE --------------->>> FOR --->>> 10
EXECUTIVE OFFICER INCENTIVE PLAN. 0019900
11*- TO APPROVE AMENDMENTS TO THE 1999 STOCK OPTION PLAN FOR --------------->>> FOR --->>> 11
NON-EMPLOYEE DIRECTORS. 0019900
12*- RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE --------------->>> FOR --->>> 12
COMPANY’S INDEPENDENT AUDITOR. 0010200
13*- SHAREHOLDER PROPOSAL - ADOPTION OF POLICIES ON INTERNET --------------->>> AGAINST --->>> 13
CENSORSHIP. 0019900
14*- SHAREHOLDER PROPOSAL - ESTABLISHMENT OF BOARD COMMITTEE ON HUMAN --------------->>> AGAINST --->>> 14
RIGHTS. 0019900
15*- SHAREHOLDER PROPOSAL - DISCLOSURE OF CHARITABLE CONTRIBUTIONS. --------------->>> AGAINST --->>> 15
0019900
USE NUMBER ONLY
FOR XXX AGAINST XXX ABSTAIN XXX PLEASE INDICATE YOUR PROPOSAL SELECTION BY
FIRMLY PLACING AN “X” IN THE APPROPRIATE
NUMBERED BOX WITH BLUE OR BLACK INK X
SEE VOTING INSTRUCTION NO. 3 ON REVERSE
A/C: FOR XXX AGAINST XXX ABSTAIN XXX 594918104
PLACE “X” HERE IF YOU PLAN TO ATTEND
AND VOTE YOUR SHARES AT THE MEETING
FOR XXX AGAINST XXX ABSTAIN XXX
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FOR XXX AGAINST XXX ABSTAIN XXX
MICROSOFT CORPORATION
ATTN: DENNIE MUSCARELLA
ONE MICROSOFT WAY REDMOND, WA 98052-6399
FOLD AND DETACH HERE
SIGNATURE(S) DATE WCS 2-04
VIF01H P68143 5 5 X
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Proxy Services
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VOTING INSTRUCTIONS
WE HAVE BEEN REQUESTED TO FORWARD TO YOU THE ENCLOSED PROXY MATERIAL RELATIVE TO SECURITIES HELD BY US INYOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. ONLY WE AS THE HOLDER OF RECORD CAN VOTE SUCH SECURITIES. WE SHALL BE PLEASED TO VOTE YOUR SECURITIES IN ACCORDANCE WITH YOUR WISHES, IF YOU WILL EXECUTE THE FORM AND RETURN IT TO US PROMPTLY IN THE ENCLOSED BUSINESS REPLY ENVELOPE. IT IS UNDERSTOOD THAT IF YOU SIGN WITHOUT OTHERWISE MARKING THE FORM YOUR SECURITIES WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS ON ALL MATTERS TO BE CONSIDERED AT THE MEETING.
FOR THIS MEETING, THE EXTENT OF OUR AUTHORITY TO VOTE YOUR SECURITIES IN THE ABSENCE OF YOUR INSTRUCTIONS CAN BE DETERMINED BY REFERRING TO THE APPLICABLE VOTING INSTRUCTION NUMBER INDICATED ON THE FACE OF YOUR FORM.
FOR MARGIN ACCOUNTS, IN THE EVENT YOUR SECURITIES HAVE BEEN LOANED OVER RECORD DATE, THE NUMBER OF SHARES WE VOTE ON YOUR BEHALF HAS BEEN OR CAN BE ADJUSTED DOWNWARD.
INSTRUCTION 1
IF YOUR SECURITIES ARE HELD BY A BROKER WHO IS A MEMBER OF THE NEW YORK STOCK EXCHANGE (NYSE), THE RULES OF THE NYSE WILL GUIDE THE VOTING PROCEDURES. THESE RULES PROVIDE THAT IF INSTRUCTIONS ARE NOT RECEIVED FROM YOU PRIOR TO THE ISSUANCE OF THE FIRST VOTE, THE PROXY MAY BE GIVEN AT DISCRETION OF YOUR BROKER (ON THE TENTH DAY, IF THE MATERIAL WAS MAILED AT LEAST 15 DAYS PRIOR TO THE MEETING DATE: ON THE FIFTEENTH DAY IF THE PROXY MATERIAL WAS MAILED 25 DAYS OR MORE PRIOR TO THE MEETING DATE). IN ORDER FOR YOUR BROKER TO EXERCISE THIS DISCRETIONARY AUTHORITY, PROXY MATERIAL WOULD NEED TO HAVE BEEN MAILED AT LEAST 15 DAYS PRIOR TO THE MEETING DATE, AND THE MATTER(S) BEFORE THE MEETING MUST BE DEEMED “ROUTINE’ IN NATURE ACCORDING TO NYSE GUIDELINES. IF THESE TWO REQUIREMENTS ARE MET, AND YOU HAVE NOT COMMUNICATED TO US PRIOR TO THE FIRST VOTE BEING ISSUED, WE MAY VOTE YOUR SECURITIES AT OUR DISCRETION ON THESE MATTER(S). WE WILL NEVERTHELESS FOLLOW YOUR INSTRUCTIONS, EVEN IF OUR DISCRETIONARY VOTE HAS ALREADY BEEN GIVEN, PROVIDED YOUR INSTRUCTIONS ARE RECEIVED PRIOR TO THE MEETING DATE.
IF YOUR SECURITIES ARE HELD BY A BANK, YOUR SHARES CANNOT BE VOTED WITHOUT YOUR SPECIFIC INSTRUCTIONS.
INSTRUCTION 2
IF YOUR SECURITIES ARE HELD BY A BROKER WHO IS A MEMBER OF THE NEW YORK STOCK EXCHANGE (NYSE), THE RULES OF THE NYSE WILL GUIDE THE VOTING PROCEDURES. WE WISH TO CALL YOUR ATTENTION TO THE FACT THAT FOR THIS MEETING UNDER THE RULES OF THE NYSE, WE CANNOT VOTE YOUR SECURITIES ON ONE OR MORE OF THE MATTERS TO BE ACTED UPON AT THE MEETING WITHOUT YOUR SPECIFIC INSTRUCTIONS. THESE RULES PROVIDE THAT IF INSTRUCTIONS ARE NOT RECEIVED FROM YOU PRIOR TO THE ISSUANCE OF THE FIRST VOTE, THE PROXY FOR ONE OR MORE OF THE MATTERS MAY BE GIVEN AT THE DISCRETION OF YOUR BROKER (ON THE TENTH DAY, IF THE MATERIAL WAS MAILED AT LEAST 15 DAYS PRIOR TO THE MEETING, ON THE FIFTEENTH DAY IF THE PROXY MATERIAL WAS MAILED 25 DAYS OR MORE PRIOR TO THE MEETING DATE). IN ORDER FOR YOUR BROKER TO EXERCISE THIS DISCRETIONARY AUTHORITY FOR ONE OR MORE OF THE MATTERS, PROXY MATERIAL WOULD NEED TO HAVE BEEN MAILED AT LEAST 15 DAYS PRIOR TO THE MEETING DATE, AND THE MATTER(S) BEFORE THE MEETING MUST BE DEEMED “ROUTINE” IN NATURE ACCORDING TO NYSE GUIDELINES. LF THESE TWO REQUIREMENTS ARE MET, AND YOU HAVE NOT COMMUNICATED TO US PRIOR TO THE FIRST VOTE BEING ISSUED, WE MAY VOTE YOUR SECURITIES AT OUR DISCRETION ON ONE OR MORE OF THE MATTERS TO BE ACTED UPON AT THE MEETING. WE WILL NEVERTHELESS FOLLOW YOUR INSTRUCTIONS, EVEN LF OUR DISCRETIONARY VOTE HAS ALREADY BEEN GIVEN ON THOSE MATTERS, PROVIDED YOUR INSTRUCTIONS ARE RECEIVED PRIOR TO THE MEETING DATE.
IF YOUR SECURITIES ARE HELD IN THE NAME OF A BANK, WE REQUIRE YOUR INSTRUCTIONS ON ALL MATTERS TO BE VOTED ON AT THE MEETING.
INSTRUCTION 3
IN ORDER FOR YOUR SECURITIES TO BE REPRESENTED AT THE MEETING, IT WILL BE NECESSARY FOR US TO HAVE YOUR SPECIFIC VOTING INSTRUCTIONS. PLEASE DATE, SIGN AND RETURN YOUR VOTING INSTRUCTIONS TO US PROMPTLY IN THE RETURN ENVELOPE PROVIDED.
INSTRUCTION 4
WE HAVE PREVIOUSLY SENT YOU PROXY SOLICITING MATERIAL PERTAINING TO THE MEETING OF SHAREHOLDERS OF THE COMPANY INDICATED.
ACCORDING TO OUR LATEST RECORDS, WE HAVE NOT AS OF YET RECEIVED YOUR VOTING INSTRUCTION ON THE MATTER(S) TO BE CONSIDERED AT THIS MEETING AND THE COMPANY HAS REQUESTED US TO COMMUNICATE WITH YOU IN AN ENDEAVOR TO HAVE YOUR SECURITIES VOTED.
Important Notice of Availability of Proxy Materials for Annual Meeting of Shareholders of
Microsoft©
To be held on:
November 19, 2008, at 8:00 a.m.
Meydenbauer Center, 11100 NE 6th Street, Bellevue, WA, 98004
COMPANY NUMBER
ACCOUNT NUMBER
CONTROL NUMBER
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.
If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before 11/05/08.
TO VIEW PROXY
MATERIALS ONLINE: Please visit http://www.amstock.com/ProxyServices/microsoft/, where the following materials are available for view:
• Notice of Annual Meeting of Shareholders
• Proxy Statement
• Form of Electronic Proxy Card
• Annual Report
TO REQUEST PAPER OR
ELECTRONIC PROXY MATERIALS: TELEPHONE: 1-866-668-8562 E-MAIL: info@amstock.com
WEBSITE: http://www.amstock.com/ProxyServices/microsoft/
TO VOTE: ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date.
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TELEPHONE: To vote by telephone, please visit http://www.amstock.com/ProxyServices/microsoft/ to view the materials and to obtain the toll free number to call.
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MAIL: You may request a card by following the instructions above.
Election of directors (The Board recommends a vote FOR each of the following nominees):
NOMINEES: 1. William H. Gates III
2. Steven A. Ballmer 3. James I. Cash Jr. 4. Dina Dublon 5. Raymond V. Gilmartin 6. Reed Hastings 7. David F. Marquardt 8. Charles H. Noski 9. Helmut Panke
Please note that you cannot use this notice to vote by mail.
10. To approve material terms of performance criteria under the Executive Officer Incentive Plan (The Board recommends a vote FOR this proposal)
11. To approve amendments to the 1999 Stock Option Plan for Non-Employee Directors (The Board recommends a vote FOR this proposal)
12. Ratification of the selection of Deloitte & Touche LLP as the Company’s independent auditor (The Board recommends a vote FOR this proposal)
13. Shareholder Proposal - Adoption of Policies on Internet Censorship (The Board recommends a vote AGAINST this proposal)
14. Shareholder Proposal - Establishment of Board Committee on Human Rights (The Board recommends a vote AGAINST this proposal)
15. Shareholder Proposal - Disclosure of Charitable Contributions (The Board recommends a vote AGAINST this proposal)
From: Chris Liddell
To: Microsoft Corp and Subsidiaries: All FTE
Subject: Proxy Voting by Microsoft Shareholders
Every year, shareholders are given the opportunity to participate directly in the governance of Microsoft through the proxy voting process.
If you own Microsoft shares, I encourage you to vote your proxy and take an active role in the overall governance of our company.
This year, shareholders are asked to consider and vote on the following matters:
| 1. | Election of directors, |
| 2. | Two management proposals described in the Proxy Statement, |
| 3. | Ratification of the selection of Deloitte & Touche LLP as Microsoft’s independent auditor, and |
| 4. | Three shareholder proposals described in the Proxy Statement |
Over the next few days, you will receive your notice of proxy materials and proxy voting instructions either through an electronic link directly from our transfer agent, American Stock Transfer (AST) MSFTProxyEnotice@amstock.com, or in the postal mail, depending on where your shares are held. In either case, you may vote electronically by following the instructions in the materials you receive.
If you do not receive proxy materials and believe that you should have, or if you have questions regarding Microsoft’s proxy voting, please email Microsoft Investor Relations at denniem@microsoft.com.
Thank you,
Chris