1 CORPORATE
GOVERNANCE
AT MICROSOFT 2 BOARD OF
DIRECTORS 3 NAMED EXECUTIVE
OFFICER
COMPENSATION 4 AUDIT
COMMITTEE
MATTERS 5 INFORMATION
ABOUT THE MEETING

Board membership criteria

The Governance and Nominating Committee works with our Board to determine the characteristics, skills, and experiences for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, education, and public service. Characteristics expected of all directors include

●	~~independence,~~
●	~~integrity,~~
●	~~high personal and professional ethics,~~
●	~~sound business judgment, and~~
●	~~the ability and willingness to commit sufficient time to the Board.~~

In evaluating the suitability of individual Board members, our Board considers many factors, including general understanding of marketing, finance, and other disciplines relevant to the success of a large, publicly traded company in today’s business environment; understanding of our business and technology; educational and professional background; personal accomplishment; and geographic, gender, age, and ethnic diversity. The Board is committed to actively seeking highly qualified women and individuals from minority groups to include in the pool from which ~~Board nominees~~new candidates are selected. ~~Our Board evaluates each individual in the context of the Board as a whole, with the~~The Board’s objective ~~of recommending~~is to recommend a group that can best perpetuate the success of our business and represent shareholder interests through the exercise of sound judgment using its diversity of ~~experience.~~experience and perspectives.

In determining whether to recommend a director for re-election, the Governance and Nominating Committee considers the director’s past attendance at meetings, participation in and contributions to the activities of the Board, and the results of the most recent Board evaluation.

The Governance and Nominating Committee assesses its efforts to maintain an effective and diverse Board of Directors in the course of its regular responsibilities, which include annually

●

~~reporting to our Board on the performance and effectiveness of the Board,~~

●

reporting to our Board on the performance and effectiveness of the Board,

presenting to our Board individuals recommended for election ~~to the Board at the Annual Meeting, and~~

●

~~assessing the Governance and Nominating Committee’s own performance.~~

~~In addition~~ to the Board at the annual ~~review of the Board composition,~~meeting, and

1 CORPORATE
GOVERNANCE
AT MICROSOFT 2 BOARD OF
DIRECTORS 3 NAMED EXECUTIVE
OFFICER
COMPENSATION 4 AUDIT
COMMITTEE
MATTERS 5 INFORMATION
ABOUT THE MEETING

The table below summarizes key qualifications, skills, and attributes most relevant to the decision to nominate candidates to serve on the Board of Directors. A mark indicates a specific area of focus or expertise on which the Board relies most. The lack of a mark does not mean the director does not possess that qualification or skill. ~~Each director biography~~Director biographies below ~~describes~~describe each director’s qualifications and relevant experience in more detail.

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~~Experience, expertise or attribute~~

~~Technology~~

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~~Leadership~~

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~~Global business~~ LOGO

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~~Financial~~

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~~Mergers and acquisitions~~

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~~Public company board service and governance~~

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~~Sales and marketing~~

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~~Ethnic, gender, national or other diversity~~ LOGO

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Shareholder recommendations and nominations of director candidates

Shareholder recommendations

The Governance and Nominating Committee considers shareholder recommendations for candidates for the Board of Directors using the same criteria described above. The name of any recommended candidate for director, together with a brief biographical sketch, a document indicating the candidate’s willingness to serve if elected, and evidence of the nominating shareholder’s ownership of Company stock must be sent to the attention of MSC 123/9999, Office of the Corporate Secretary, Microsoft Corporation, One Microsoft Way, Redmond, WA 98052-6399.

Shareholder nominations

~~In addition, as~~As described in Part 1 – “Corporate ~~Governance~~governance at Microsoft – Shareholder ~~Authority,~~rights,” our Bylaws provide for proxy access shareholder nominations of director candidates. A shareholder who wishes to formally nominate a candidate must follow the procedures described in Article 1 of our Bylaws.

1 CORPORATE
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DIRECTORS 3 NAMED EXECUTIVE
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COMPENSATION 4 AUDIT
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~~Director independence~~

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Technology

Determining director independence

Having an independent board is a core element of our governance philosophy. Our Corporate Governance Guidelines provide that a substantial majority of our directors will be independent. Our Board of Directors has adopted director independence guidelines to assist in determining each director’s independence. These guidelines are available on our website atwww.microsoft.com/investor/independenceguidelines. The guidelines either meet or exceed the independence requirements of NASDAQ. The guidelines identify categories of relationships the Board has determined would not affect a director’s independence, and therefore are not considered by the Board in determining director independence.

~~Under~~Following the director independence guidelines, each year or before a new director is appointed, the Board ~~of Directors~~ must affirmatively determine a director has no relationship that would interfere with the exercise of independent judgment in carrying out his or her responsibilities as a director. Annually, each director completes a detailed questionnaire that provides information about relationships that might affect the determination of independence. Management provides the Governance and Nominating Committee and Board with relevant known facts and circumstances of any relationship bearing on the independence of a director or nominee that is outside the categories permitted under the director independence guidelines. The Governance and Nominating Committee then completes an assessment of each director considering all known relevant facts and circumstances concerning any relationship bearing on the independence of a director or nominee. This process includes evaluating whether any identified relationship otherwise adversely affects a director’s independence, and affirmatively determining that the director has no material relationship with Microsoft, another director, or as a partner, shareholder, or officer of an organization that has a relationship with the Company.

Based on the review and recommendation by the Governance and Nominating Committee, the Board ~~of Directors~~ analyzed the independence of each director and determined that Mmes. List-Stoll, Peterson, and Warrior, Messrs. Morfit, Noski, Scharf, Stanton, and Thompson, ~~Mmes. List-Stoll, Peterson~~ and ~~Warrior, and Drs. Klawe and~~Dr. Panke meet the standards of independence under our Corporate Governance Guidelines, the director independence guidelines, and applicable NASDAQ listing standards, including that each member is free of any relationship that would interfere with his or her individual exercise of independent judgment.


~~Meetings and meeting attendance~~20

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Director attendance

Our Board of Directors holds regularly scheduled quarterly meetings. Typically, committee meetings occur the day before the Board meeting. ~~During one quarter~~Once each year, the committee and Board meetings occur on a single day so the evening and following day can be devoted to the Board’s annual strategy retreat, which includes presentations and discussions with senior management about Microsoft’s long-term strategy. Besides the quarterly meetings, typically there are two other regularly scheduled meetings and several special meetings each year. At each quarterly Board meeting, time is set aside for the independent directors to meet without management present. Our Board met ~~eight~~10 times during fiscal year ~~2015.~~2016.

Each director nominee ~~who is a current director~~ attended at least 75% of the aggregate of all fiscal year ~~2015~~2016 meetings of the Board and each committee on which he or she served. ~~David Marquardt,~~Maria Klawe, who retired from the Board at the expiration of ~~his~~her term following the ~~2014~~2015 Annual Meeting, attended ~~less than~~at least 75% of meetings during ~~his~~her partial term from July 1 to December ~~3, 2014.~~2, 2015.

Directors are expected to attend the ~~Annual Meeting.~~annual shareholder meeting, if practicable. All of our directors attended the ~~2014~~2015 Annual ~~Meeting, with the exception of Mr. Gates who was unable to attend.~~Meeting.

1 CORPORATE
GOVERNANCE
AT MICROSOFT 2 BOARD OF
DIRECTORS 3 NAMED EXECUTIVE
OFFICER
COMPENSATION 4 AUDIT
COMMITTEE
MATTERS 5 INFORMATION
ABOUT THE MEETING

~~Board committees~~

Our Board has four standing committees: an Audit Committee, a Compensation Committee, a Governance and Nominating Committee, and a Regulatory and Public Policy Committee. Each committee has a ~~written~~ charter, which can be found on our website athttp://aka.ms/committees. The table below provides current membership for each Board committee.

Committees of the Board of Directors
Director Audit Compensation Governance and
Nominating Regulatory and
Public Policy
William H. Gates III
Maria M. Klawe* Member Member
Teri L. List-Stoll Member Member
G. Mason Morfit Member Member
Satya Nadella
Charles H. Noski Chair Member
Helmut Panke Member Member Chair
Charles W. Scharf Member
John W. Stanton Chair Member
John W. Thompson Chair Member
Number of meetings in fiscal year 2015 9 6 6 3

Dr. Maria Klawe will not seek re-election at the 2015 Annual Meeting. Dr. Klawe currently serves on the Compensation Committee and Regulatory and Public Policy Committee. Sandra Peterson and Padmasree Warrior are both nominated for election to the Board at the Annual Meeting. The Board will consider committee appointments for Mmes. Peterson and Warrior following election to the Board.

~~Below is a description~~Committees of ~~each standing committee.~~ the Board of Directors


Director	Audit	Compensation	Governance and Nominating	Regulatory and Public Policy
William H. Gates III
Teri L. List-Stoll	Member		Member
G. Mason Morfit	Member	Member
Satya Nadella
Charles H. Noski	Chair		Member
Helmut Panke	Member			Chair
Sandra Peterson				Member
Charles W. Scharf		Member	Member
John W. Stanton		Chair		Member
John W. Thompson			Chair	Member
Padmasree Warrior		Member
Number of meetings in fiscal year 2016	12	6	6	4

Each committee has authority to engage legal counsel or other advisors or consultants as it deems appropriate to carry out its responsibilities. Below is a description of each committee’s responsibilities.

Audit Committee

The Audit Committee assists our Board of Directors in overseeing the quality and integrity of our accounting, auditing, and reporting practices. The Audit Committee’s role includes:

●	~~overseeing the work of our accounting function and internal control over financial reporting,~~
●	~~overseeing internal auditing processes,~~
●	~~inquiring about significant risks, reviewing our policies for enterprise risk assessment and risk management, and assessing the steps management has taken to control these risks,~~
●	~~overseeing business continuity programs,~~
●	~~reviewing with management policies, practices, compliance, and risks relating to our investment portfolio,~~
●	~~overseeing, with the Regulatory and Public Policy Committee, cybersecurity and other risks relevant to our information technology environment, and~~
●	reviewing compliance with significant applicable legal, ethical, and regulatory requirements, including those relating to regulatory matters that may have a material impact on our financial statements or internal control over financial reporting.

overseeing the work of our accounting function and internal control over financial reporting,

overseeing internal auditing processes,

inquiring about significant risks, reviewing our policies for enterprise risk assessment and risk management, and assessing the steps management has taken to control these risks,

overseeing business continuity programs,

reviewing with management policies, practices, compliance, and risks relating to our investment portfolio,

2016 PROXY STATEMENT 21

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overseeing, with the Regulatory and Public Policy Committee, cybersecurity and other risks relevant to our information technology environment, and

reviewing compliance with significant applicable legal, ethical, and regulatory requirements, including those relating to regulatory matters that may have a material impact on our financial statements or internal control over financial reporting.

The Audit Committee is responsible for the appointment, compensation, retention, and oversight of the independent auditor engaged to issue audit reports on our financial statements and internal control over financial reporting. The Audit Committee relies on the expertise and knowledge of management, the internal auditor, and the independent auditor in carrying out its oversight responsibilities. The Audit Committee Responsibilities Calendar accompanying the Audit Committee Charter describes the Committee’s specific responsibilities.

The Board of Directors has determined that each Committee member has sufficient knowledge in financial and auditing matters to serve on the Audit Committee. In addition, the Board has determined that Ms. List-Stoll, Mr. Noski, and Dr. Panke are “audit committee financial experts” as defined by SEC rules.

1 CORPORATE
GOVERNANCE
AT MICROSOFT 2 BOARD OF
DIRECTORS 3 NAMED EXECUTIVE
OFFICER
COMPENSATION 4 AUDIT
COMMITTEE
MATTERS 5 INFORMATION
ABOUT THE MEETING

Compensation Committee

The primary responsibilities of the Compensation Committee are to:

●	~~assist our Board of Directors in establishing the annual goals and objectives of the chief executive officer,~~
●	~~recommend to the independent members of our Board the compensation of the chief executive officer,~~
●	~~oversee an evaluation of the performance of the Company’s other executive officers and approve their compensation targets and awards,~~
●	~~oversee and advise our Board on the adoption of policies that govern executive officer compensation programs and other compensation-related polices,~~
●	~~assist the Board in overseeing plans for executive officer development and succession,~~
●	~~oversee administration of our equity-based compensation and retirement plans, and~~
●	~~review and advise our Board and management about policies, programs, and initiatives for diversity and inclusion and workforce management.~~

assist our Board of Directors in establishing the annual goals and objectives of the chief executive officer,

establish the process for annually reviewing the chief executive officer’s performance,

recommend approval of our chief executive officer’s compensation to the independent members of our Board,

oversee the performance evaluation of the members of the corporate senior leadership team other than the chief executive officer and approve their annual compensation, including salary and incentive compensation targets and awards,

oversee and advise our Board on the adoption of policies that govern executive officer compensation programs and other compensation-related polices for the executive officers,

assist the Board in overseeing development and corporate succession plans for the corporate senior leadership team,

oversee administration of the Company’s equity-based compensation and retirement plans,

review and provide guidance to our Board and management about Company policies, programs, and initiatives for diversity and inclusion, and annually meet with the Regulatory and Public Policy Committee on these matters and workforce management; and

periodically review the compensation paid to non-employee directors, and make recommendations to our Board for any adjustments.

Our senior executives for human resources and compensation and benefits support the Compensation Committee in its work. The Compensation Committee delegates to senior management the authority to make equity compensation grants to employees who are not ~~executive officers~~members of the corporate senior leadership team and to administer the Company’s equity-based compensation plans. ~~The Compensation Committee periodically reviews the compensation paid to non-employee directors, and makes recommendations to our Board of Directors for any adjustments.~~

The Compensation Committee Charter describes the specific responsibilities and functions of the Committee.

Compensation consultant

The Compensation Committee retains Semler Brossy Consulting Group, LLC (“Semler Brossy”) to advise the Committee on marketplace trends in executive compensation, management proposals for compensation programs, and executive officer compensation decisions. Semler Brossy also evaluates compensation for the next levels of senior management and equity compensation programs generally. The firm ~~also~~ consults with the Compensation Committee about its recommendations to the Board of Directors on chief executive officer and director compensation.

~~Consultant independence~~Compensation consultant is independent

Semler Brossy is directly accountable to the Compensation Committee. To maintain the independence of the firm’s advice, Semler Brossy does not provide any services for Microsoft other than those described above. The Compensation Committee has adopted Compensation Consultant Independence Standards, which can be viewed atwww.microsoft.com/investor/compconsultant. This policy requires that the Compensation Committee annually assess the independence of its compensation consultant. A consultant satisfying the following requirements will be considered independent. The consultant (including each individual employee of the consultant providing services):

is retained and terminated by, has its compensation fixed by, and reports solely to the Compensation Committee,

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is independent of the Company,

will not perform any work for Company management except at the request of the Compensation Committee chair and in the capacity of the Committee’s agent, and

does not provide any unrelated services or products to the Company, its affiliates, or management, except for surveys purchased from the consultant firm.

In assessing the consultant’s independence, the Compensation Committee considers the nature and amount of work performed for the Committee during the year, the nature of any unrelated services performed for the Company, and the fees paid for those services in relation to the firm’s total revenues. The consultant annually prepares for the Compensation Committee an independence letter providing assurances and confirmation of the consultant’s independent status under the policy. The Compensation Committee believes that Semler Brossy has been independent during its service for the Committee.

1 CORPORATE
GOVERNANCE
AT MICROSOFT 2 BOARD OF
DIRECTORS 3 NAMED EXECUTIVE
OFFICER
COMPENSATION 4 AUDIT
COMMITTEE
MATTERS 5 INFORMATION
ABOUT THE MEETING

Governance and Nominating Committee

The principal responsibilities of the Governance and Nominating Committee are to:

●	~~annually establish the process for reviewing the chief executive officer’s performance,~~
●	~~determine and recommend the slate of director nominees for election to our Board of Directors at the annual shareholders meeting,~~
●	~~identify, recruit, and recommend candidates for the Board,~~
●	~~review and make recommendations to the Board about the composition of Board committees,~~
●	~~annually evaluate the performance and effectiveness of the Board,~~
●	~~monitor adherence to, review, and recommend changes to our corporate governance framework, and~~
●	~~review and provide guidance to the Board and management about the framework for the Board’s oversight of and involvement in shareholder engagement.~~

annually oversee the process for reviewing the chief executive officer’s performance,

determine and recommend the slate of director nominees for election to our Board of Directors at the annual meeting,

identify, recruit, and recommend candidates for the Board,

review and make recommendations to the Board about the composition of Board committees,

annually evaluate the performance and effectiveness of the Board,

annually assess the independence of each director,

monitor adherence to, review, develop, and recommend changes to our corporate governance framework, and

review and provide guidance to the Board and management about the framework for the Board’s oversight of and involvement in shareholder engagement.

The Governance and Nominating Committee annually reviews the charters of Board committees and, after consultation with the respective ~~Committees,~~committees, makes recommendations, if necessary, about changes to the charters. The Governance and Nominating Committee Charter describes the specific responsibilities and functions of the Committee.

Regulatory and Public Policy Committee

The principal responsibilities of the Regulatory and Public Policy Committee are to:

●	review and advise the Board of Directors and management about legal, regulatory, and compliance matters concerning competition and antitrust, data privacy, cybersecurity, workforce and immigration laws and regulation, review and advise the Board of Directors and management about legal, regulatory, and compliance matters concerning competition and antitrust, data privacy, cybersecurity, workforce and immigration laws and regulation, with the Audit Committee, review risks relevant to our information system architecture and controls and cybersecurity, with the Compensation Committee, review policies, programs, and initiatives for workforce management and diversity and inclusion, and review our policies and programs that relate to matters of corporate social responsibility, including human rights, environmental sustainability, supply chain management, and political activities and expenditures.
●	~~with the Audit Committee, review risks relevant to our information system architecture and controls and cybersecurity,~~
●	~~with the Compensation Committee, review policies, programs, and initiatives for workforce management and diversity and inclusion, and~~
●	review our policies and programs that relate to matters of corporate citizenship, including human rights, corporate social responsibility, environmental sustainability, supply chain management, and political activities and expenditures.

The Regulatory and Public Policy Committee Charter describes the specific responsibilities and functions of the Committee.

~~Director compensation~~

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Director compensation

The Compensation ~~Committee~~committee periodically reviews compensation paid to non-employee directors and makes recommendations for adjustments, as appropriate, to the full Board of Directors. Our objective for compensation to non-employee directors is to pay at or near the median of the Dow 30, to award the majority of compensation in equity, and to make meaningful adjustments every few years, rather than smaller adjustments that are more frequent. ~~The Audit Committee chair~~We last increased the regular base annual retainer for directors in December 2010. Consistent with this approach effective December 2, 2015, the annual cash retainer increased from ~~$15,000~~$100,000 to ~~$30,000 effective December 3, 2014 in consideration~~$125,000 and the annual stock award retainer increased from $150,000 to $200,000 for directors. The total retainer for the independent Chairman remained the same, however the cash retainer was increased from $100,000 to $125,000 to match the proportion of cash for the ~~time commitment associated with this role. There were no~~ other ~~changes~~directors. As a result, the stock award retainer was decreased from $575,000 to ~~director compensation~~$550,000. As our CEO, Mr. Nadella does not receive additional pay for ~~fiscal year 2015.~~

~~Non-employee director compensation structure~~
*~~Regular retainers (all directors except Messrs. Gates, Nadella, and Thompson)~~**
~~Base annual retainer (TOTAL)~~	~~$250,000~~
~~Cash~~	~~$100,000~~
~~Stock award~~	~~$150,000~~
~~Annual committee chair retainer~~	~~$15,000~~
~~Annual Audit Committee chair retainer~~	~~$30,000~~
~~Annual Audit Committee member retainer~~	~~$15,000~~
~~Independent Chairman retainer~~
~~Annual independent Chairman retainer (TOTAL – in lieu of other retainers)~~	~~$675,000~~
~~Cash~~	~~$100,000~~
~~Stock award~~	~~$575,000~~

*serving as a director. In December 2014, Mr. Gates waived his future cash and equity ~~retainers.~~awards.

1 CORPORATE
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AT MICROSOFT 2 BOARD OF
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COMPENSATION 4 AUDIT
COMMITTEE
MATTERS 5 INFORMATION
ABOUT THE MEETING


Compensation structure for directors
Regular retainers (all directors except Messrs. Gates, Nadella, and Thompson)
Base annual retainer (TOTAL)			$325,000
Cash			$125,000
Stock award			$200,000
Annual committee chair retainer			$15,000
Annual audit committee chair retainer			$30,000
Annual audit committee member retainer			$15,000
Independent Chairman retainer
Annual independent Chairman retainer (TOTAL – in lieu of other retainers)			$675,000
Cash			$125,000
Stock award			$550,000

The Company ~~pays for reimbursement of~~reimburses reasonable expenses incurred ~~in connection with~~for Board-related activities.

Director retainers are paid quarterly in arrears. Quarterly periods are measured beginning with the Annual Meeting. At the end of each quarterly period, we pay 25% of the total annual retainer to each director. Retainers are pro-rated for directors who join or leave the Board or have a change in Board role during a quarterly period.

Directors may elect to defer and convert to equity all or part of their annual cash retainer, and to defer receipt of all or part of their annual equity retainer under the Deferred Compensation Plan for Non-Employee Directors. Amounts deferred are maintained in bookkeeping accounts that are deemed invested in Microsoft common stock, and dividends paid on the deferred equity are deemed to be invested in our common stock. We calculate the number of shares credited by dividing each quarterly amount deferred by the closing market price of our common stock on the originally scheduled payment date. Accounts in the plan are distributed in shares of Microsoft common stock, with payments either in installments beginning on separation from Board service or in a lump sum amount paid no later than the fifth anniversary after separation from Board service.


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Fiscal year 2016 director compensation

This table describes the cash and equity portions of the annual retainer paid to each non-employee director in fiscal year 2016. Mr. Nadella received no compensation as a director. He is excluded from the table because we fully describe his compensation in Part 3 – “Named executive officer compensation.”


Name	Fees earned or paid in cash¹ ($)		Stock awards ($)		Matching charitable gifts² ($)		Total ($)
William H. Gates III³		0		0		0		0
Maria Klawe⁴		50,000		75,000		15,000		140,000
Teri L. List-Stoll⁵		127,500		175,000		10,000		312,500
G. Mason Morfit		127,500		175,000		0		302,500
Charles H. Noski⁶		157,500		175,000		0		332,500
Helmut Panke		142,500		175,000		0		317,500
Sandra Peterson⁷		62,500		100,000		15,000		177,500
Charles W. Scharf		112,500		175,000		0		287,500
John W. Stanton		127,500		175,000		15,000		317,500
John W. Thompson⁸		112,500		562,500		15,000		690,000
Padmasree Warrior⁹		62,500		100,000		0		162,500

(1)	The value of fractional shares is excluded.

(2)	Amounts in this column represent matching charitable contributions under our corporate giving program.

(3)	Mr. Gates waived his cash and equity retainer.

(4)	Ms. Klawe retired from the board effective December 2, 2015.

(5)	Ms. List-Stoll elected to defer a portion of her compensation. The stock award value converted into 1,619 shares of our common stock.

(6)	Mr. Noski elected to defer the stock award component of his compensation. The stock award value converted into 3,400 shares of our common stock.

(7)	Ms. Peterson’s compensation was pro-rated beginning with her service effective December 2, 2015. She elected to defer her cash and stock award. The stock award value converted to 3,022 shares of our common stock.

(8)	Mr. Thompson elected to defer the stock award component of his compensation. The stock award value converted into 11,022 shares of our common stock.

(9)	Ms. Warrior’s compensation was pro-rated beginning with her service effective December 2, 2015. She elected to defer a portion of her cash retainer. The stock award value converted to 580 shares of our common stock.

Non-executive Chairman compensation

The independent members of the Board appointed John Thompson as independent non-executive Chairman of the Board. Mr. Thompson’s pay reflects the additional time commitment for this role compared to other non-employee directors, which includes: (i) managing meetings of the Board of Directors, leading the work to set the agenda for Board meetings, leading the Board’s annual chief executive officer performance review, and representing the Board at the annual shareholders meeting, (ii) meeting with the Company’s ~~investors,~~shareholders, (iii) acting as an advisor to Mr. Nadella on strategic aspects of the chief executive officer role with regular consultations on major developments and decisions that are likely to be of interest to the Board, and (iv) ~~at the request of Mr. Nadella,~~when requested, interacting with external audiences. To compensate Mr. Thompson for the greater responsibilities of the non-executive Chairman role, he receives the annual chairman retainer in lieu of the regular Board retainers.

Director stock ownership policy aligns interests with shareholders

To align the interests of our directors and shareholders, our Board of Directors believes that directors should have a significant financial stake in Microsoft. Under the Corporate Governance Guidelines, each director should own Microsoft shares equal in value to a minimum of three times the base annual retainer payable to a director. Each director must retain ~~50 percent~~50% of all net shares (post tax) from the retainer until reaching the minimum share ownership requirement. Stock deferred under the Deferred Compensation Plan for Non-Employee Directors counts toward the minimum ownership requirement. Each of our directors complied with our stock ownership policy ~~at the end of fiscal year 2015.~~

~~Fiscal year 2015 director compensation~~

~~This table describes the cash and equity portions of the annual retainer paid to each non-employee director~~ in fiscal year ~~2015.~~¹2016.

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Name Fees Earned or
paid in cash²
($) Stock awards
($) Total
($)
Steven A. Ballmer³ 25,000 37,500 62,500
Dina Dublon⁴ 65,000 75,000 140,000
William H. Gates III⁵ 25,000 37,500 62,500
Maria M. Klawe 100,000 150,000 250,000
Teri L. List-Stoll⁶ 74,750 97,500 172,250
David F. Marquardt⁷ 50,000 75,000 125,000
G. Mason Morfit 115,000 150,000 265,000
Charles H. Noski⁸ 137,500 150,000 287,500
Helmut Panke 130,000 150,000 280,000
Charles W. Scharf⁹ 65,000 97,500 162,500
John W. Stanton¹⁰ 88,206 121,060 209,266
John W. Thompson¹¹ 100,000 575,000 675,000

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~~(1)~~	~~Mr. Nadella received no compensation as a director. He is excluded from the table because we fully describe his compensation in Part 3 – “Named Executive Officer compensation.”~~
~~(2)~~	~~The value of fractional shares is excluded.~~
~~(3)~~	~~Mr. Ballmer retired from the Board on August 19, 2014.~~
~~(4)~~	~~Ms. Dublon retired from the Board on December 3, 2014.~~
~~(5)~~	~~In December 2014, Mr. Gates waived his future cash and equity retainers.~~
~~(6)~~	Ms. List-Stoll’s compensation began October 1, 2014 when she joined the Board. She elected to defer a portion of the cash component of her compensation. The stock award value converted into 2,459 shares of our common stock.
~~(7)~~	~~Mr. Marquardt retired from the Board on December 3, 2014.~~
~~(8)~~	Mr. Noski’s compensation was increased as a result of the Audit Committee chair retainer increase effective December 3, 2014. He elected to defer the stock award component of his compensation. The stock award value converted into 3,328 shares of our common stock.
~~(9)~~	~~Mr. Scharf’s compensation began October 1, 2014 when he joined the Board.~~
~~(10)~~	~~Mr. Stanton’s compensation began July 30, 2014 when he joined the Board.~~
~~(11)~~	~~Mr. Thompson elected to defer the stock award component of his compensation. The stock award value converted into 12,763 shares of our common stock.~~

~~Certain relationships and related transactions~~

We are a global company with extensive operations in the United States and many foreign countries. Every year we spend tens of billions of dollars for goods and services purchased from third parties. The authority of our employees to purchase goods and services is widely dispersed. Because of these ~~far-reaching~~wide-ranging activities, there may be transactions and business arrangements with businesses and other organizations in which one of our directors, executive officers, or nominees for director, or their immediate families, or a greater than 5% owner of our stock, may also be a director, executive officer, or investor, or have some other direct or indirect material interest. We will refer to these relationships generally as related-party transactions.

Related-party transactions have the potential to create actual or perceived conflicts of interest between Microsoft and its directors and executive officers or their immediate family members. The Audit Committee has established a ~~written~~ policy and procedures for review and approval of related-party transactions. If a related-party transaction subject to review involves directly or indirectly ~~involves~~ a member of the Audit Committee (or an immediate family member or domestic partner), the remaining Committee members will conduct the review. In evaluating a related-party transaction, the Audit Committee considers, among other factors:

●	~~the goods or services provided by or to the related party,~~
●	~~the nature of the transaction and the costs to be incurred by Microsoft or payments to Microsoft,~~
●	~~the benefits associated with the transaction and whether comparable or alternative goods or services are available to Microsoft from unrelated parties,~~
●	~~the business advantage Microsoft would gain by engaging in the transaction,~~
●	~~the significance of the transaction to Microsoft and to the related party, and~~
●	~~management’s determination that the transaction is in the best interests of Microsoft.~~

the goods or services provided by or to the related party,

the nature of the transaction and the costs to be incurred by Microsoft or payments to Microsoft,

the benefits associated with the transaction and whether comparable or alternative goods or services are available to Microsoft from unrelated parties,

the business advantage Microsoft would gain by engaging in the transaction,

the significance of the transaction to Microsoft and to the related party, and

management’s determination that the transaction is in the best interests of Microsoft.

To receive Audit Committee approval, a related-party transaction must have a Microsoft business purpose and be on terms that are fair and reasonable to Microsoft, and as favorable to Microsoft as would be available from non-related entities in comparable transactions. The Audit Committee also requires that the transaction meet the same Microsoft standards that apply to comparable transactions with unaffiliated entities.

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3
~~Named Executive Officer compensation~~26

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Our Board and Compensation Committee will review the voting results and through our regular shareholder engagement seek to understand the factors that influenced the voting results. The Board and the Compensation Committee will consider feedback obtained through this process in making future decisions about the design and operation of our executive compensation program.

Our Board of Directors recommends a vote FOR approval, on a non-binding, advisory basis, of the compensation paid to our ~~Named Executives~~named executives officers in fiscal year ~~2015.~~2016


~~Compensation discussion and analysis~~28

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Compensation discussion and analysis

This Compensation Discussion and Analysis provides information about our fiscal year ~~2015~~2016 compensation program for our fiscal year ~~2015~~2016 named executive officers (the “Named Executives”).

~~In fiscal year 2015,~~As part of our ongoing business transformation, we continued Microsoft’s progress in leading the transformation of how individuals and organizations use and interact with technology. We continued to develop our business model, leadership, and organizational structure to advance our strategy to build best-in-class platforms and productivity services for a mobile-first and cloud-first world that are focused on large addressable markets with high growth opportunities. To help drive this critical evolution, we adopteddesigned a new executive incentive program for fiscal year 2016 that ~~introduces more~~quantitatively ties a greater portion of our Named Executive’s annual total target compensation opportunities to performance-based pay aligned with our key strategic opportunities, our financial performance, and shareholder returns.

The ~~contents~~content of this Compensation Discussion and Analysis ~~are~~is organized into ~~six~~five sections.

~~Section 1~~ ~~– Fiscal year 2015 in review~~

~~Section 2~~ ~~– The evolution of our pay for performance philosophy~~

~~Section 3~~ ~~– Fiscal year 2015 compensation decisions~~

~~Section 4~~ ~~– Executive compensation overview~~

~~Section 5~~ ~~– Compensation design process for fiscal year 2015~~

~~Section 6~~ ~~– Other compensation policies and information~~

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Section 1	–	The continuing evolution of pay at Microsoft	29

Section 2	–	Executive compensation overview	34

Section 3	–	Fiscal year 2016 compensation decisions	36

Section 4	–	Compensation design process for fiscal year 2016	42

Section 5	–	Other compensation policies and information	44

Section 1 – The continuing evolution of pay at Microsoft

Three years ago, our Compensation Committee and Board charted a course to transform our executive pay program over time to include significant performance attributes. They recognized it would be premature to move to business metric-based pay before Mr. Nadella established and the Board concurred with his vision for the Company and the strategy that would embody that vision. Once our new strategy was set, additional performance-based pay elements were added. With our changes in fiscal years 2016 and 2017, we are significantly increasing the portion of pay that is performance-based and the portion of incentive pay that is quantitatively determined using pre-established metrics.

This effort was grounded in a compensation philosophy aimed at achieving strong alignment between the Company’s long-term strategic goals and our shareholders’ interests. We actively engaged with our shareholders seeking their input about features they valued and sought their feedback as we evolved the program design.

Fiscal year 2015

We retained our prior pay program as Mr. Nadella and the Board worked to develop the Company’s new strategic vision. In June 2015, we announced our mission, our world view and strategy, and our three ambitions to achieve our strategy.

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Fiscal year 2016

In September 2015, the Board initiated the next phase in ~~review~~developing a total compensation program aligned with our long-term objectives for achieving our three ambitions. The Board designed the program to work best for Microsoft and how we manage our

~~Business overview~~

~~Ongoing corporate transformation~~2016 PROXY STATEMENT 29

~~During~~

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business, rather than taking a generic approach. The Board carefully considered shareholder input that the program should be tied to specific performance measures and appropriately balance objective and subjective factors. This work resulted in significant changes to the annual cash incentive and equity components of the program.

Key elements of the fiscal year ~~2015, we continued~~2016 compensation program changes include:

Weintroduced a structured framework for determining Mr.Nadella’s annual cash incentive award with four weighted performance categories (business results 40%; product and strategies 20%; customers and stakeholders 20%; and culture and organizational leadership 20%) and accompanying performance indicators.

Wereduced the maximum annual cash incentive awards for all Named Executives from 300% to ~~refine our strategic focus, which included these major initiatives:~~

●	~~Focused our research and development efforts on three interconnected ambitions:~~

●	~~Reinvent productivity and business processes.~~
●	~~Build the intelligent cloud platform.~~
●	~~Create more personal computing.~~

●	~~Further streamlined our business, restructuring our operations to improve our agility, controlling overall operating expenses, and improving how we build and deliver products.~~
●	~~Completed multiple commercial agreements and acquisitions to strengthen our position in search, mapping, mobile applications, gaming, and our enterprise cloud platform.~~

~~Fiscal year 2015 financial performance~~

In fiscal year 2015, we achieved solid growth as we made progress in our ambition to be the productivity and platform company for a mobile-first and cloud-first world. We delivered innovation and remained disciplined in managing our operating expenses.

●	~~Revenue was $93.6 billion, an increase of 8% from the prior fiscal year.~~
●	~~Operating expenses, excluding impairment, integration and restructuring costs, grew only 2%.~~
●	~~Returned $23.3 billion to shareholders through dividends and stock buybacks, an increase of 48%.~~

~~Our efforts to reduce our headcount and restructure our phone business unfavorably affected our profitability for the year, as evidenced by:~~

●	~~$18.2 billion in operating income, a decrease of 35%.~~
●	~~$1.48 diluted earnings per share, a decrease of 44%.~~

Excluding the impact of impairment, integration, and restructuring costs, our full year operating income and diluted earnings per share would have been $28.2 billion and $2.63, respectively, which were comparable to the prior year.¹

We rigorously focused our acquisition strategy to align with our ambitions and new business model, and pursued transactions that we believe allow us to remain on the cutting edge of technological innovation and offer the opportunity to create long-term shareholder value. Several examples are:

●	~~Accompli: A provider of innovative mobile email apps for iOS and Android.~~
●	~~Mojang: Developer of the incredibly popular Minecraft game.~~
●	~~Wunderlist: A cloud-based task management application that allows users to manage their tasks from any device.~~
●	~~Revolution Analytics: High-performance computing, big data and analytics technology.~~

~~Other significant accomplishments~~

~~Other significant accomplishments during fiscal year 2015 included:~~

●	~~Commercial Cloud revenue grew 106%, reaching an annualized revenue run rate of over $8 billion.~~
●	~~Delivered Office mobile on iOS and Android, surpassing 150 million downloads.~~
●	~~Completed the development and testing that led to the successful release of Windows 10 on July 29, 2015, now with over 100 million active Windows 10 devices.~~
●	~~Increased Azure revenue and compute usage over 100% in the fourth quarter year-over-year.~~
●	~~Bing surpassed 20% U.S. search market share, and search advertising revenue grew 22%.~~
●	~~Sold over 12 million Xbox consoles, and increased Xbox Live users 22%.~~
●	~~Office 365 consumer subscribers grew to over 15 million, with users growing at nearly 1 million per month by the end of the fiscal year.~~
●	~~Delivered total shareholder return of 8.67%.~~

~~(1) See Annex A for a reconciliation of non-GAAP and GAAP measures presented.~~

~~2015 Proxy Statement~~ 33

~~Table of Contents~~

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~~Strong long-term performance~~

Our total shareholder return, cash returned to shareholders, and annual revenue for the past three years have been strong, notwithstanding the impact of our business realignment on our fiscal year 2015 profitability.

~~Total shareholder return (%)~~		~~Total cash returned to shareholders~~

~~3-year revenue and EPS~~

* FY14 and FY15 EPS is non-GAAP; adjusted for impairment, integration and restructuring expenses

~~Section 2~~ ~~– The evolution of our pay for performance philosophy~~

~~Introduction of performance-based long-term incentives~~

~~We have been transitioning our pay practices~~200% to increase ~~the percentage of compensation~~focus on long-term incentive opportunities.

Weintroduced a multi-year performance stock award (“PSA”)with specific pre-established financial and strategic performance objectives tied to ~~objective performance measures. This change began with the pay package Satya Nadella received when he~~achieving our three ambitions. Previously, approximately 70% of annual total target compensation was ~~appointed as our CEO in February 2014. This package included a significant performance element~~ in the form of a ~~one-time long-term performance-based~~fixed stock award, ~~(the “LTPSA”). Our Board designed~~all of which was time-based. In 2016, half of the ~~LTPSA~~target value was converted to ~~provide Mr. Nadella with a significant equity compensation opportunity if he successfully implements~~PSAs. The balance of the target value was delivered in time-based stock awards (“SA”) that were variable based on individual performance and capability of delivering future contributions. PSAs are performance-based because the number of shares that vest is determined by performance against the metrics, and the value of the shares received depends on changes in the price of our business transformation and creates sustainable long-term value for shareholders that results in strong performance relative to S&P 500 companies over a long-term horizon (through 2021). Our Board does not intend to grant any other special awards to Mr. Nadellastock during the ~~next several years and did not grant any special awards~~three-year performance period cycle.

The three-year PSAs will be granted each year (i.e., with rolling performance targets), allowing a flexible approach that adapts to ~~him~~our evolving business environment. Each performance metric has a threshold level; no award will be earned unless threshold is achieved for at least one metric.

We incorporated a relative total shareholder return multiplier for PSAs toreward significant outperformance that creates closer alignment with the interests of our long-term shareholders.

The PSAs granted in fiscal year ~~2015.~~

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~~Incentive compensation changes for fiscal year~~ 2016 ~~enhance direct alignment with company performance~~

Through our ongoing shareholder engagement, we received consistent feedback that investors favor incentive compensation tied to specific performance measures that drive long-term performance and value creation. In our 2014 Proxy Statement, we committed that management and the Compensation Committee would develop long-term incentives for our executive officers that used performance measures aligned to the evolution of Microsoft’s business models and long-term objectives, and that we intended to implement those arrangements as part of the senior executive compensation program in fiscal year 2016. Our fiscal year 2016 Executive Officer Incentive Plan (“Incentive Plan”) for Mr. Nadella and our executive officers includes significant elements tied to specific long-term performance objectives. The following diagram illustrates the transition from our prior executive officer compensation program to our 2016 program.

Compensation program evolution*

2015
2016
Annual Base Salary
9%
Annual Base Salary
9%
Annual Cash Incentive Award
18%
Annual Cash Incentive Award
18%
Stock Award
73%
Performance Stock Award
36.5%
Stock Award**
36.5%

* Percentage shown at target award level. Graphic excludes other compensation.

** Stock Award with time-based vesting; award level based on individual performance.

~~Key features of our fiscal year 2016 executive compensation program include:~~

●	~~On average, over 90% of annual total target compensation will be variable based on performance.~~
●	Previously, approximately 70% of annual total target compensation was in the form of a fixed stock award, all of which was time-based. As described in more detail below, half of that value will now be delivered in the form of a multi-year performance-based stock award (“PSA”) with specific financial and strategic performance objectives, and half will be in time-based stock awards (“SA”) that will be variable based on individual performance and capability of delivering future contributions.
●	~~Reduced maximum annual cash incentive awards to increase focus on long-term incentive opportunities.~~
●	~~New three-year PSAs with challenging targets will be granted each year (i.e., with rolling performance targets), allowing a flexible approach that adapts to our evolving business environment.~~
●	~~Introduced a relative total shareholder return (“TSR”) multiplier to PSAs to reward significant outperformance that creates closer alignment with the interests of our long-term shareholders.~~

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~~The PSAs~~ have these key ~~attributes:~~attributes.

Award Feature

Design

Rationale

Performance
~~measurement~~ period

Three years

~~Reinforce the~~

Reinforces importance oflong-term value creationbecause the value of shares that vest depends on the change in our share price during the performance cycle

Performance measures

Objective Company-wide ~~financial~~pre-established quantitative strategic and ~~quantitative strategic~~financial measures, with thresholds below which no shares will be earned

~~Shared~~

Establishes shared targets that ~~combine focus on~~drive accountabilityfor annual business performance whilestriving for major strategic objectives ~~supporting our business transformation~~

~~Performance~~

Overlapping performance periods ~~overlap~~

A new three-year performance period ~~is set~~will begin each fiscal year, with performance periods overlapping

Overlapping performance periodslimit impact of short-term business performance or share price fluctuations on final outcomes and allow ~~us to adjust~~for adjusted priorities in a rapidly changing environment

Payout opportunity

~~Ranges~~

Ranging from 0% to ~~400%~~300% in 2016 (reduced to 200% in 2017) of the target number of shares, ~~including~~before the relative TSR multiplier

~~Establishes~~

Provides accountability for underperformance and incentive for ~~out-performance~~out performance.Payouts at maximum are expected to be rare and only possible when Microsoft has exceptional performance.

~~Performance Multiplier~~

Relative TSR multiplier

Payout only if Microsoft’s relative TSR ~~must be~~is positive and ~~at or~~ above the 60th percentile of the S&P 500 for the performance ~~period to trigger the multiplier.~~period. The ~~performance~~ multiplier will increase the number of shares linearly up to an additional 1/3 of earned shares when Microsoft’s relative TSR is at or above the 80^th ~~percentile~~80th percentile.

Provides an opportunity toreceive additional shares ~~of Microsoft common stock~~ only if Microsoft significantly outperforms the market


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This table illustrates the performance measures and weights for the fiscal year 2016 PSAs.

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Fiscal year 2017

Beginning in fiscal year 2017, thestructured framework for the annual cash incentive will beused for all Named Executives and50% will be determined formulaically based on pre-established targets for EIP Revenue and EIP Operating Income.

In addition,the maximum PSA grant before applying the TSR multiplier will be reduced from 300 to 200%, and the total equity opportunity will be divided equally between PSAs and SAs. The TSR multiplier change will cause a comparable reduction from 400% to 300% of maximum if the full TSR multiplier is earned.

For fiscal year 2017, the performance metrics for the PSAs focus entirely on strategic measures that align with our three ambitions and are aimed at driving new growth areas for our commercial and consumer businesses. These metrics were selected because they address areas that support long-term growth of our business focusing on our emerging business opportunities. Because these areas are new in dynamically changing markets, they are inherently volatile and therefore difficult to forecast. Thus, the targets for each metric will be set on an annual basis. In establishing metrics, the Board is mindful of the importance of balancing the business need for flexibility and being accountable over the long term. It is committed to setting rigorous metrics for which the probability of achieving the target value at the time the values are set ranges from 40% to 60% depending on the metric.

2016 PROXY STATEMENT 31

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The ~~following diagram reflects~~final number of shares earned will be calculated based on the ~~two types of equity awards that comprise~~aggregate results over the three separate years applicable to the PSA. To avoid duplicating metrics across the incentive pay elements, revenue and operating income will no longer be used because they will be included as a key component in our ~~long-term~~annual cash incentive, ~~compensation program and~~as shown below.

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This table describes the performance measures for the fiscal year 2017 PSAs.

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~~Performance share metrics and weight for FY16-FY18~~
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Shareholder feedback considered in evolution of pay program

It has long been a priority of our Board to actively engage with our shareholders on a range of topics, including executive compensation. We deeply value the continued interest of and feedback from our shareholders, and are committed to maintaining our active dialogue with shareholders to ensure ~~a diversity of~~diverse perspectives are thoughtfully considered. ~~As part~~The Compensation Committee carefully considers both the level of voting support from our shareholders on our say-on-pay vote as well as direct feedback received from shareholders when evaluating our executive compensation plan.

At the 2015 Annual Meeting, 72.7% of the votes cast supported our advisory resolution on the compensation of our ~~active engagement with our~~Named Executives (the “say-on-pay” vote). While the say-on-pay vote received majority support, the Compensation Committee sought to understand the perspectives of shareholders ~~during fiscal year~~who voted against the proposal. Since July 2015, independent members of our Board of Directors and members of senior management spoke ~~with investors collectively holding approximately 35% of outstanding shares~~ about our executive compensation with a cross-section of our shareholders owning 40% of our shares. During these discussions, we reviewed the historical evolution of our compensation structure, and sought shareholder views on our plans to introduce more performance-based pay ~~program.~~in fiscal years 2016 and 2017. The feedback gained from these interactions was an important input in ~~constructing~~designing the changes described above.

2016 PROXY STATEMENT 33

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Shareholders generally viewed the evolution of our compensation plan as consistent with what the Company previously communicated in its outreach over the past two years. Based on the input from our shareholders, the Compensation Committee determined that the planned changes to introduce more performance-based pay substantially addressed the views about our pay plan.

Section 2 – Executive compensation overview

Our executive compensation program objectives

These tenets inform the design of our executive compensation program.

We pay competitively to provide a target compensation opportunity that will attract, motivate, and retain the executives who drive our success and industry leadership;

At least 70% of the annual target compensation opportunity for our executives is delivered in equity to incentivize a long-term perspective and strong alignment with our shareholders;

We explicitly tie pay to performance by delivering a large majority of our executives’ target compensation opportunity through performance-based incentives;

We focus on the long term by subjecting a large majority of total compensation to multi-year vesting or performance requirements; and

We avoid encouraging unnecessary and excessive risk-taking through our vesting and stock holding requirements and compensation recovery (clawback) provisions.

Executive compensation best practices

Our leading practices include:

A stock ownership policy that reinforces the alignment of executive officer and shareholder interests

An executive compensation recovery (clawback) policy to ensure accountability

A policy prohibiting pledging, hedging, and trading in derivatives of Microsoft securities

An independent compensation consultant that advises the Compensation Committee

Responsible management of equity compensation

No stock option awards

No executive perquisites or other personal benefits besides charitable giving match (no club memberships, premium medical benefits, or tax gross-ups)

No employment agreements

No change in control protection

No special retirement programs

No guaranteed bonuses

No dividends paid on outstanding and unvested stock awards


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Compensation elements

During fiscal year 2016, no compensation was awarded to our Named Executives outside the annual performance review process.

The fiscal year 2016 annual compensation for our Named Executives consisted of four elements:

Base salary.

A cash incentive award under the Incentive Plan payable in September 2016. Target cash awards for our Named Executives ranged from 200% to 300% of their base salary earned for the fiscal year, depending on the executive officer.

A PSA under the Incentive Plan granted in September 2015 for shares of Microsoft common stock that vests in three years following conclusion of the performance period.

An SA under the Incentive Plan granted in September 2015 for shares of Microsoft common stock that vests in four equal annual installments.

Target Annual Compensation Mix

At least 70% of the annual target compensation opportunity for each Named Executive is equity-based to incentivize a long-term focus and align their interests with those of our shareholders.

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The Compensation Committee structures the pay mix for our annual target total compensation opportunities to place ahigher proportion in equity awards than the companies in our compensation peer group, providing greater alignment with the interests of our shareholders. The foregoing chart provides information about the fiscal year 2016 target compensation levels for our Named Executives compared to the average of these amounts for the named executive officers of the companies in our compensation peer group (identified in Section 4 below), using data available in mid-2015 when the Compensation Committee conducted our fiscal year 2016 compensation planning.

Setting Targets

The EIP Revenue and EIP Operating Income targets for the fiscal year 2016 ~~pay program.~~PSAs were based on achieving the Company’s 2016 operating budget approved by the Board and reflected appropriately ambitious performance goals. The Commercial Cloud ARR, Commercial Cloud Subscribers, and Windows 10 MAD metrics incorporated publicly announced three-year targets for our Intelligent Cloud and More Personal Computing businesses.

2016 PROXY STATEMENT 35

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Section 3 – Fiscal year ~~2015~~2016 compensation decisions

Fiscal year ~~2015 executive~~2016 in review

See “Our business performance” discussion beginning on page 4 in the Proxy Summary.

Summary of decisions

The Board and Compensation Committee reached these decisions about compensation ~~actions and decisions~~

~~Having addressed our stock ownership objectives~~ for ~~Mr. Nadella in connection with his appointment as our CEO, the compensation actions and decisions for the Named Executives for their~~ fiscal year ~~2015 performance reflected a more typical fiscal year, with~~2016. More detail about the ~~Compensation Committee taking these actions under~~processes used and the ~~2015 pay program:~~individual assessments for each Named Executive follows.


	Short-term incentive
Named Executive	Cash incentive award		Percentage of target
Satya Nadella		$4,464,000		124%
Amy E. Hood		$2,304,000		140%
Margaret L. Johnson		$1,409,000		100%
Bradford L. Smith		$1,972,000		140%
B. Kevin Turner⁽¹⁾		$2,384,000		100%

●(1)	~~Cash Incentive:~~ ~~Made cash awards for fiscal year 2015 to~~ Mr. ~~Nadella~~Turner left the Company in ~~an amount that represented 120% of his target annual cash award, and to the other Named Executives in amounts ranging from 100% to 130% of their target annual cash awards;~~ July 2016.

Long-term incentive

Named Executive

Performance
stock awards

(number of
shares)⁽¹⁾

Time-based
stock awards

(number of
shares)⁽²⁾

Aggregate
awarded
value⁽³⁾

Satya Nadella

151,655

181,986

$14,520,000

Amy E. Hood

83,870

117,418

$8,760,000

Margaret L. Johnson

57,445

$5,000,000

Bradford L. Smith

74,679

89,614

$7,150,000

B. Kevin Turner

120,635

144,762

$11,550,000

●(1)	~~Stock Incentive:~~~~Granted~~Performance-based stock awards ~~that~~ vest in full following the end of the three-year performance period, with the number of shares determined based on performance against goals set for the period.

(2)	The time-based stock awards vest 25% after one year from the date of grant, and thereafter 12.5% each six months until fully vested at the end of four ~~equal annual installments,~~years.

(3)

Awarded value (in dollars) was converted to ~~Mr. Nadella with~~shares using the closing share price on August 31, 2015, rounded up to a ~~grant date fair value of $12,761,263, and to the other Named Executives in amounts with grant date fair values ranging from $4,833,835 to $9,184,243;~~

whole number.

~~Performance review process for~~Assessing our ~~CEO~~CEO’s performance

To determine incentive awards and compensation changes, the independent members of our Board of Directors annually ~~assess~~evaluate our CEO’s ~~performance. This~~performance, considering:

A comprehensive review of the Company’s and Mr. Nadella’s performance across a series of factors listed below under “Performance review process for other Named Executives;”

Input from Microsoft’s senior executives about Mr. Nadella’s leadership;

Mr. Nadella’s evaluation ~~considers:~~of Microsoft’s and his individual performance over the past fiscal year;

●	~~asummary of Microsoft’s performance for the fiscal year using a wide range of quantitative and qualitative financial, operational, and strategic assessments;~~
●	~~input from Microsoft’s senior executives about Mr. Nadella’s leadership;~~
●	~~Mr. Nadella’s evaluation of the Company’s and his individual performance over the past fiscal year; and~~
●	~~the factors listed below under “Performance review process for other Named Executives.”~~

The Company’s performance relative to other technology companies;

Input from the Compensation Committee’s compensation consultant; and

The Board’s assessment of Mr. Nadella’s performance during the year.

Based on ~~the results of~~ this assessment, the Compensation Committee ~~will recommend~~recommends Mr. Nadella’s cash incentive and stock awards under the Incentive Plan award ~~and any base salary adjustment~~ to the independent members of our ~~Board.~~Board of Directors. The Committee also recommends, and the independent members of the Board approve, any adjustment to Mr. Nadella’s base salary. The Compensation Committee ~~does not apply a~~applied the formula described below to determine ~~these amounts. Instead,~~ the cash incentive amount. The Compensation Committee ~~exercises~~exercised its business judgment in making its recommendations ~~considering~~for Mr. Nadella’s ~~performance evaluation, our performance relative to other technology companies,~~Stock Award and Performance Stock Award target.

Assessing the performance ~~relative to target for the other executive officers over the same period, and input from the Compensation Committee’s compensation consultant, Semler Brossy.~~

~~Fiscal year 2015 Incentive Plan award decision for Mr. Nadella~~

For fiscal year 2015, the Compensation Committee recommended, and the independent members of our Board of Directors approved, an Incentive Plan cash award of $4,320,000 for Mr. Nadella, which was 120% of his target award. In reaching this decision, the independent members of our Board of Directors considered Mr. Nadella’s performance against his core priorities and the financial and operational performance of Microsoft. His base salary was not changed for fiscal year 2016 consistent with our Board’s intention when he was promoted to CEO in February 2014.

In fiscal year 2015, operating income and earnings per share declined, while consistent progress was made in building future growth opportunities. Mr. Nadella provided strong, consistent vision and execution on our mobile-first and cloud-first strategy, continued to effectively guide the transformation of the Company’s culture and he effectively represented the Company with customers, partners, investors and employees. Mr. Nadella established and articulated the Company’s three broad ambitions to focus the Company’s offerings, and consolidated the operating systems and devices groups into the Windows and Devices Group. Under his leadership, Windows 10 was successfully launched and the executive compensation program became significantly more performance-based.

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~~Performance review process for~~ other Named Executives

The Compensation Committee reviewed each ~~executive officer’s~~Named Executive’s performance following the end of the fiscal year. Mr. Nadella and Kathleen Hogan, our Executive Vice President, Human Resources, also participated in ~~these~~the performance discussions.


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The Compensation Committee placed significant weight on Mr. Nadella’s recommendations for the compensation of our ~~executive officers~~Named Executives and his evaluation of each ~~executive officer’s~~Named Executive’s performance for the past fiscal year because of his ~~firsthand~~first-hand knowledge of each ~~individual’s~~of their contributions. In developing his recommendations, Mr. Nadella ~~evaluated~~ and ~~considered performance-related information against a wide range of quantitative and qualitative financial, operational, and strategic assessments.~~

~~The Compensation~~the Committee ~~also reviewed company-wide and business~~considered performance against quantitative and qualitative financial, operational, and strategic ~~measures. These measures vary from individual to individual~~factors in four performance categories. The factors varied based on ~~an executive officer’s specific~~the Named Executive’s responsibilities and the function or group he or she ~~leads, and~~leads. These factors may include (in alphabetical order):

●	~~Compliance and integrity~~	●	~~Operational excellence~~
●	~~Contribution margin~~	●	~~Organizational culture and leadership~~
●	~~Corporate citizenship~~	●	~~Organizational diversity~~
●	~~Customer acceptance~~	●	~~Product development and implementation~~
●	~~Customer satisfaction~~	●	~~Quality~~
●	~~Developer community satisfaction~~	●	~~Revenue~~
●	~~Efficiency and productivity~~	●	~~Sales and licensing volume~~
●	~~Innovation~~	●	~~Strategic progress~~

~~The Compensation Committee also considers any other information it deems relevant.~~ After completing this review process, the Compensation Committee, exercising its business judgment, ~~determines~~determined each ~~executive officer’s~~Named Executive’s Incentive Plan cash award for the just-completed fiscal year.

Fiscal year 2016 salaries

Named Executive base salaries were unchanged in fiscal year 2015, except for Ms. Hood. Following a comprehensive review of pay at peer companies, in recognition of the scope and complexity of their roles and prevailing market forces the Compensation Committee increased fiscal year 2016 base salaries for the Named Executives other than Mr. Nadella by 10%; we believe these levels generally continue to be at or below market median.

Fiscal year 2016 cash incentive awards

Microsoft designs competitive total target pay opportunities that attract, motivate, and retain the executives who drive our success and industry leadership. The Compensation Committee establishes Individual target cash award opportunities based on an executive officer’s role following an informed review of pay levels and pay practices of the companies in our compensation ~~actions~~peer group. For fiscal year 2016, the target cash incentive opportunities for ~~other~~our Named Executives continued to range from 200% to 300% of base salary earned for the fiscal year, depending on the individual executive officer, and each executive officer continued to be eligible to receive from zero to 200% of the target cash incentive based upon Microsoft’s and individual performance.This maximum limit of 200% of the target cash award represented a decrease from 300% for fiscal year 2015.

Satya Nadella

In determining Mr. Nadella’s cash award, the independent members of our Board of Directors sought to both recognize Mr. Nadella’s performance and acknowledge the strategic clarity he created for Microsoft. His efforts resulted in the launch of new product innovations, increases in customer usage and engagement across our businesses, expansion of strategic business transactions and partnerships, and the ongoing transformation of the Company’s culture. The independent members of the Board approved an annual cash incentive award of $4,464,000, representing 124% of Mr. Nadella’s target opportunity.

The Compensation Committee and Board used a weighted set of four performance categories to determine this award. They considered specific performance indicators relevant to Mr. Nadella that encompass both quantitative factors and factors that require a qualitative assessment. The performance indicators were drawn from the senior leadership team scorecard used to manage performance against Microsoft’s annual business plan. Within each category, Mr. Nadella could receive an assessment from zero to 200% based on fiscal year performance, consistent with our pay-for-performance philosophy. The fiscal year 2016 performance categories, performance indicators, and category weights were recommended by the Compensation Committee, and approved by the independent members of our Board of Directors.

2016 PROXY STATEMENT 37

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This diagram illustrates how the annual cash award was determined for Mr. Nadella.

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This table summarizes Mr. Nadella’s performance indicators on which he was evaluated and the resulting assessment of his performance by the independent members of our Board of Directors.

Weighted performance categories and performance indicators – Satya Nadella

Total Weighted Performance Result

124%

(1) Business Results

Outcomes

Weight

Assessment

• EIP Revenue*

$91.5 billion, slightly below target

• EIP Operating Income*

$27.3 billion, above target

• EIP Gross Margin*

$58.7 billion, above target

• Three-Year Annualized Total Shareholder Return (“TSR”) as of June 30, 2016 and Percentile of Peer Group

17.2% and 77.7 percentile rank

40%

130%

* See the explanation for calculating EIP Revenue, EIP Operating Income, and EIP Gross Margin in Appendix A and why these resultsdiffer fromthose disclosed in our fourth quarter 2016 earnings release.

Business result targets were formulated as aggressive stretch goals aligned to Microsoft’s financial plan and key growth ambitions. Though revenue was slightly below target due to our change in phone strategy, strong gross margin performance and operating expense controls offset the shortfall in revenue and resulted in EIP Operating Income of 6.1% above target and 8.6% growth over the prior year. Gross Margin improved by 3.2% year over year. The Gross Margin improvement combined with lower operating expenses through cost reductions and efficiencies in areas like mobile devices allowed the Company to fund more strategic priorities. Mr. Nadella’s decision to streamline the phone hardware business created the opportunity to reprioritize assets to growth areas.


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Weighted performance categories and performance indicators – Satya Nadella—continued

(2) Product & Strategy

Outcomes

Weight

Assessment

Reinvent Productivity and Business Processes

• 60% growth in Commercial Subscribers, including O365 & Dynamics

• Segment Revenue up 6%

Build the Intelligent Cloud

• Commercial Cloud Annual Revenue Run Rate (“ARR”)>$12.1 billion, on track for $20 billion FY18 goal

20%

100%

• 113% Azure revenue growth

• Segment Revenue up 10%

Create More Personal Computing

• Windows 10 Monthly Active Devices (“MAD”) >350 million, off track for FY18 goal

• Change in mobile device strategy lead to 4% decline in segment revenue

The Company continued to invest in and deliver innovative products and services for its commercial and consumer customers, building momentum in future growth areas. Commercial Office 365 seat growth was 45% across businesses of all sizes. Commercial Cloud ARR experienced more than 50% growth in fiscal year 2016 and continued on a path to achieve $20 billion during fiscal year 2018 with success across each of its components (Azure, Dynamics 365, Enterprise Management Suite, and Office 365). Windows 10 MAD fell short of expectations for the year, in part because of the change in phone strategy, pushing the goal to achieve 1 billion Windows 10 MAD beyond fiscal year 2018. In More Personal Computing, Xbox Live users grew 33%, and the Cortana Search box exceeded 100 million monthly users, while mobile devices fell short of plan and execution against competitors could have been, stronger.

(3) Customers & Stakeholders

Outcomes

Weight

Assessment

Customers, Partners, and Brand

• Developed and expanded strategic partnerships and business transactions across a range of customers including Boeing, Docker, Facebook, GE, RedHat, and the U.S. Department of Defense.

• Positive external trends in brand, including innovation and security.

20%

120%

Government Relations and Corporate Citizenship

• Established Microsoft Philanthropies

• Externally recognized for ESG performance

There was significant progress with key customer segments including more than 80 percent of the world’s largest banks becoming Azure customers. These results reflected leadership addressing regulatory requirements and success deploying advanced security with a strong commitment to privacy. The Microsoft Brand continued to trend positively with improvements in the key areas of innovation and security. The company expanded its commitment to corporate philanthropy by forming Microsoft Philanthropies to help deliver the benefits of technology to people with the greatest need. Microsoft sustained its #1 ranking in Corporate Responsibility Magazine’s 100 Best Corporate Citizens list for standout performance in environmental, economic, and social values. Mr. Nadella continued to invest in building strong relationships with shareholders.

(4) Culture & Organizational Leadership

Outcomes

Weight

Determination

Employee Sentiment on Company Direction,
Leadership, and Culture

Sustained high employee perceptions

20%

140%

Diversity and Inclusion

Representation of African American/Black and Hispanic/Latino in the U.S. increased slightly. The company’s percentage of females declined overall, largely due to workforce reductions in the phone business, while it increased slightly for females in technical fields.

Talent Management

Greatest number of new hires in Company history with significant progress vis-à-vis competitors for talent

Mr. Nadella made very significant progress developing and asserting the aspire-to culture for the Company, and driving that culture change leading to a new sense of purpose at the Company. Regular employee sentiment polls demonstrate increased awareness of and belief in key cultural pillars (increased 12 to 14 points year over year). Employee sentiment on company direction and confidence in the leadership team remained very high. Mr. Nadella made decisions on people and processes that contributed significantly to building a strong leadership team and robust results in recruiting. He played a leading role in transitioning to more performance-based pay for the senior leadership team.

Mr. Nadella implemented a multi-year strategy to improve diversity and inclusion. While more progress is still needed, many foundational elements of the plan were implemented. The Company’s commitment to transparency and equal pay for equal work was evidenced by the pay equity disclosure in April 2016. Microsoft received 100% Corporate Equality Index Score for the 10th consecutive year from the Human Rights Campaign and ranked #4 on Women Engineer Magazines Top 50 employers list.

2016 PROXY STATEMENT 39

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Other Named Executives

After evaluating our other Named Executives’ performance for fiscal year ~~2015,~~2016 against performance indicators relevant to the individual’s role and responsibilities as summarized below, the Compensation Committee exercising its judgment approved the ~~following Incentive Plan~~ cash ~~awards.~~incentive awards listed in the Short-Term Pay table above.

Amy E. Hood

As our Executive Vice President and Chief Financial Officer, Ms. Hood led Microsoft’s worldwide ~~finance~~financial organization, including acquisitions and divestitures, treasury, ~~activities,~~ tax planning, accounting and reporting, internal audit, investor relations, global procurement, and facilities.

During fiscal year ~~2015,~~2016, Ms. ~~Hood continued~~Hood:

Provided strong overall financial management contributing to ~~build organizational capability~~Microsoft’s share price appreciation and ~~operational excellence to accelerate Microsoft’s business transformation. Revenue grew 8% while a disciplined approach to expenses resulted in~~three-year annualized TSR of 17.2%,

Led effective and efficient execution of our operating expenses increasing only 2%, excluding impairment, integration, and restructuring costs. Charges for impairment, integration, and restructuring related to the phone hardware business affected fiscal year 2015 results,budget resulting in ~~a 35% decrease~~EIP Operating Income increasing 8.6% to $27.3 billion,

Maintained company-wide operating expense discipline that repositioned funding to strategic business initiatives,

Drove strong execution of the Company’s capital allocation strategy and returned $26.1 billion in ~~operating income and a 44% decrease in earnings per share. Excluding these charges operating income increased by 1%~~cash to ~~$28.2 billion and earnings per share were comparable to the prior year.~~¹ Under Ms. Hood’s leadership, Microsoft maintained a disciplined approach to resource allocation, which allowed increased investment in growth initiatives throughout the year and a gross margin improvement of 1%. Microsoft increased itsshareholders through stock ~~repurchases~~buybacks and dividends, ~~declared by 48%~~an increase of 12% year-over-year,

Provided strategic direction and guidance on a wide range of business matters, and

Provided effective, transparent communication of the Company’s strategies and results to ~~$23.3 billion.~~

~~Based on her fiscal year 2015 performance, Ms. Hood received a cash award of $1,978,000, which was 130% of her target award.~~

investors.

Margaret L. Johnson

As our Executive Vice President, Business Development, Ms. Johnson led Microsoft’s strategic partnerships and business transactions ~~and partnerships~~ across various industries with key customers, strategic innovation partners, original equipment manufacturers, key accounts, third-party publishers, and industry influencers. She ~~joined~~managed the Company’s relationship with the venture capital community and oversaw strategic investments through our corporate venture fund, Microsoft ~~on September 1, 2014.~~Ventures.

~~(1) See Annex A for a reconciliation of non-GAAP and GAAP measures presented in these performance summaries.~~During fiscal year 2016, Ms. Johnson:

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50% PSAs and 50% SAs. For fiscal year ~~2015, these awards were:~~

Named Executive Number of
Shares Grant Date Fair Value of
Annual Stock Award
Satya Nadella 290,557 $12,761,263
Amy E. Hood 138,675 $6,090,606
Margaret L. Johnson 110,060 $4,833,835
Bradford L. Smith 110,060 $4,833,835
B. Kevin Turner 209,113 $9,184,243

~~Section 4~~ ~~– Executive compensation overview~~

~~Executive compensation program objectives~~

~~These core tenets inform the design of our executive compensation program.~~

●	~~We pay competitively compared to the market to provide a total pay opportunity that will attract, motivate, and retain the executives who drive our success and industry leadership;~~
●	~~Beginning in~~ 2016, ~~we will pay for performance by delivering a large majority of pay through performance-based incentives;~~
●	We are responsible to our shareholders and align executive and shareholder interests by delivering a high percentage of the pay opportunity through equity, incentivizing efforts that yield results over the long term;
●	~~We are focused on the long term by subjecting a large majority of total compensation to multi-year vesting or performance requirements; and~~
●	~~We avoid encouraging unnecessary and excessive risk-taking through our vesting and stock holding requirements and clawback provisions.~~

	~~Executive compensation best practices~~
	~~Some of our leading practices include:~~
	✓	~~A stock ownership policy that reinforces the alignment of executive officer and shareholder interests~~
	✓	~~An executive compensation recovery (“clawback”) policy to ensure accountability~~
	✓	~~A policy prohibiting pledging, hedging, and trading in derivatives of Microsoft securities~~
	✓	~~An independent compensation consultant that advises the Compensation Committee~~
	✓	~~Responsible management of the use of equity compensation~~
	✓	~~No stock option awards~~
	✓	~~No executive-only perquisites or other personal benefits (no tax gross-ups, club memberships, car allowances or premium medical benefits)~~
	✓	~~No employment agreements~~
	✓	~~No change in control protections~~
	✓	~~No special retirement programs~~
	✓	~~No guaranteed bonuses~~

~~Independent compensation consultant~~

~~The Compensation Committee retains Semler Brossy, a national executive compensation consulting firm that is independent of management, to assist and advise~~ the Compensation Committee ~~in its review~~ and ~~oversight~~the independent members of our ~~executive compensation program. See Part 2 – “Board~~Board of Directors ~~– Compensation Committee – Compensation Consultant”~~believed this award combination appropriately balanced performance-based incentives that support our long-term business goals and long-term retention incentives for ~~more information on Semler Brossy’s role and independence as an advisor to the Compensation Committee.~~

~~Compensation elements~~

~~During fiscal year 2015, no compensation was awarded outside the annual performance review and recruiting processes.~~

~~Target annual compensation program~~

~~The fiscal year 2015 annual pay program consisted of three components:~~

●	~~Base salary;~~
●	Acash award under the Incentive Plan payable in September 2015. Target cash awards for our Named Executives ranged from 200% to 300% of base salary earned for the fiscal year, depending on the executive. Each executive was eligible to receive from zero to 300% of the target cash award based upon corporate, business group, and individual performance; and
●	A~~stock award under the Incentive Plan granted in September 2014 for shares of Microsoft common stock that vest in four equal annual installments.~~

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The number of shares of Microsoft common stock subject to each Incentive Plan stock award is determined by dividing the award value by the closing price of Microsoft common stock on the last business day in August of the fiscal year in which the award was granted. These stock awards should deliverOverall, at least 70% of the annual target ~~total direct annual~~ compensation opportunity for each Named Executive is equity-based to align their interests with those of our shareholders.

Satya Nadella

In determining Mr. Nadella’s SA grant, the independent members of our Board of Directors sought to both recognize Mr. Nadella’s performance and acknowledge the strategic clarity he has created for Microsoft that will allow us to continue to grow and compete. The independent directors also noted that Mr. Nadella had successfully executed against a consistent vision on our mobile-first and cloud-first strategy enabling Microsoft to build momentum toward our three ambitions. In the judgment of the independent directors, Mr. Nadella successfully activated the senior leadership team and Microsoft’s workforce around this strategic vision and carried forward our business transformation to accelerate growth in critical areas to deliver increased value to our customers and partners across our core businesses, resulting in an award of 181,986 shares.

Other Named ~~Executives.~~Executives

	~~Pay mix versus peers~~

~~Our target annual pay mix places~~For the other Named Executives’, the Compensation Committee granted SAs in September 2016 listed in “Summary of decisions” on page 36. The awards were based on the participant’s role and responsibilities and in recognition of their fiscal year 2016 performance and capability of delivering future contributions.

Amy E. Hood

Drove improvements to financial processes that enables more agility and to reallocate resources faster to emerging business needs, and

Strengthened shareholder relations and successfully communicated the business initiatives to implement our long-term business strategy.

Margaret L. Johnson

Deepened relationships with existing strategic partners, and

Developed key partnerships resulting in new business opportunities for the Company.

Bradford L. Smith

Worked to build broader trust in technology – especially in the areas of privacy and security – through effective actions, increased transparency, and leading public policy advocacy for reform of outdated laws around the world, and

Greatly expanded our corporate social responsibility and philanthropy activities around the world with a ~~higher proportion~~particular focus on ensuring the broad community of ~~pay~~non-profits can harness the potential of cloud computing to better achieve their mission along with transitioning to more cloud-based support for non-profits.

B. Kevin Turner

Led the transformation of the sales teams to enable new growth, and

Drove significant progress in ~~equity compensation than our peer companies.~~ key growth areas of the business, including Azure revenue and Office 365 commercial seats.

2016 PROXY STATEMENT 41

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The ~~foregoing chart provides information about~~following results for the fiscal year ~~2015 targets~~2016 PSAs represent one-third of the aggregate weight for ~~our Named Executives compared to~~ the ~~named executive officers~~three-year EIP Revenue and EIP Operating Income metrics (one-sixth of ~~our Technology and Dow 30 peer groups (as defined below), using data available in mid-2014~~the PSA target shares). The ultimate payout will be determined at the end of the three-year performance period when ~~we conducted our fiscal year 2015 compensation planning.~~the full performance period is concluded.

~~Peer group variable cash comprises discretionary bonuses, target annual non-equity incentive plan awards, and target multi-year non-equity incentive plan awards.~~


FY16 financial metrics¹ ($ in billions)	Threshold (% of target)	Target (% of target)	Maximum (% of target)	Actual FY16 (% of target)	Payout as % of target award
FY16 EIP Revenue	$89.69 97.00%	$92.47 100.00%	$95.00 102.74%	$91.53 98.98%	83.09%
FY16 EIP Operating Income	$23.14 90.00%	$25.71 100.00%	$28.28 110.00%	$27.26 106.03%	220.62%
Combined					151.86%

(1)

Calculated using Microsoft non-GAAP accounting measures, which assume constant dollar foreign exchange rates and exclude Windows 10 revenue deferrals as well as integration, impairment, and restructuring charges. The results above are different than those disclosed in our fourth quarter 2016 earnings release because our internal plan is based on constant dollars and non-GAAP earnings are reported using constant currency. See Annex A for more information on the calculation of these non-GAAP performance measures.

Section 54 – Compensation design process for fiscal year ~~2015~~2016

Executive compensation program design

~~Competitive market assessment~~Paying competitively

We compete with global information technology and large market capitalization U.S. companies and smaller, high-growth technology businesses for senior executive talent. We continually monitor the marketplace and the compensation levels and pay practices of other companies to respond to marketplace changes.

To ensure wethat the independent members of our Board of Directors and the Compensation Committee have current information to set appropriate compensation levels, we conduct an executive compensation market analysis each year that draws from third-party compensation surveys and publicly available executive compensation data for ~~two groups~~a group of peer companies. ~~For 2015, these two groups were:~~

●	information technology companies that produce software or hardware or provide online or cloud-based services, employ work forces with skill sets and professional backgrounds similar to those of our work force, and have a significant global presence (the “Technology Peer Group”); and
●	~~large, diversified companies with significant international operations (the “Dow 30 Peer Group”).~~

We supplement this analysis with additional market information specific to each executive officer’s role. Because other companies actively recruit our executive officers to fill ~~their~~CEO and other senior leadership positions, we also supplement this market information with data on external opportunities potentially available to our executive officers.

While ~~our~~this market analysis ~~informs~~and supplemental data inform the decisions of the independent members of our Board of Directors and the Compensation Committee on the range of compensation opportunities, we do not tie executive officer compensation to specific market percentiles. ~~We give greater weight to the pay levels and practices of our technology peers because they represent the primary labor market in which we compete for key talent.~~

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~~For fiscal year 2015, these two peer groups were:~~

~~Fiscal year 2015 peer groups~~

In conjunction with designing the fiscal 2016 incentive program, in March 2016 we ~~reconsidered~~replaced the ~~composition of the~~two compensation peer groups we had developed and ~~determined~~used in prior years with a single compensation peer group ~~comprised of~~comprising technology and general industry ~~and technology~~ companies that would appropriately represent our peers while simplifying related analytical work. Semler Brossy led the peer group ~~selection analysis~~development process on behalf of the Compensation Committee. We selected a combination of the largest technology and general industry companies in terms of market capitalization, revenue, and earnings before interest, taxes, depreciation and amortization ~~(EBITDA)~~(“EBITDA”) that were comparable to Microsoft because we believe these companies are led by executives with similarly complex ~~roles.~~roles and responsibilities. We also screened these companies to ensure they had a significant presence outside the United States, and we excluded companies in the financial services sector because of the different regulatory environment in which they operate. For fiscal year 2016, ~~our~~this compensation peer group ~~companies are:~~comprised these companies.

~~Fiscal~~

Peer group used for fiscal year 2016 ~~peer group~~pay analysis

Technology

General industry

■

• Alphabet

• Amazon

■

• Apple

■

• Cisco Systems

■

• Facebook

■~~Google~~

■~~Hewlett-Packard~~

■~~IBM~~

■~~Intel~~

■~~Oracle~~

■~~Qualcomm~~

■

• Hewlett-Packard⁽¹⁾

• IBM

• Intel

• Oracle

• Qualcomm

• AT&T

■

• Chevron

■

• Coca-Cola

■

• Comcast

■

• ExxonMobil

■

• General Electric

■

• Johnson & Johnson

• Merck

• PepsiCo

• Pfizer

■~~Merck~~

■~~PepsiCo~~

■~~Pfizer~~

■

• Procter & Gamble

■

• Verizon

■

• Wal-Mart

■

• Walt Disney

(1) Following the Hewlett-Packard spin-off resulting in HP Inc and Hewlett Packard Enterprise Company, Hewlett Packard Enterprise Company was retained for the fiscal year 2017 peer group.


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In March 2015, when we selected the compensation peer group for fiscal year 2016, Microsoft was significantly larger than the median of these companies based on the ~~key dimensions of our~~three primary screening criteria.

~~Criteria~~	~~Median of FY16 Peer Group~~	~~Microsoft~~
~~Market Capitalization~~	~~$192 Billion~~	~~$388 Billion~~
~~Revenue~~	~~$70 Billion~~	~~$87 Billion~~
~~EBITDA~~	~~$20 Billion~~	~~$34 Billion~~

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Technology labor market

Our businesses operate in very dynamic environments. The technology labor market is hyper-competitive with demand growing faster than the supply of technical talent, resulting in significant increases in compensation at all employee levels at the companies with whom we compete for talent. The same conditions exist in the market for executive level talent that can provide innovative leadership while managing at a global scale across several complex businesses. We expect these trends to continue and we expect to continue to adjust our approach to executive compensation to respond to market conditions.

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Scope of executive roles

Our executive officers ~~have~~must perform demanding roles leading large global organizations, overseeing complex and interdependent strategic initiatives. ~~The following chart represents our current position relative to our combined peer companies on three dimensions (based on publicly available information as of July 2015).~~ Often, our roles involve greater scope and complexity than similar positions at the companies in the ~~Technology Peer Group and the Dow 30 Peer~~compensation peer group.

	~~Revenue, market capitalization, and headcount – Microsoft’s position relative to 2015 peer companies~~

Establishing compensation opportunities

In September ~~2014,~~2015, Mr. Nadella recommended to the Compensation Committee fiscal year ~~2015~~2016 total target annual compensation opportunities comprising base salary and Incentive Plan stock awards and target cash incentive awards for each of the other executive officers. In making these recommendations, he considered an array of information that, depending on the executive officer, included:

●	~~his or her role and responsibilities;~~
●	~~compensation data from our peer groups~~ role and responsibilities; market data from our compensation peer group and other competitive market information reflecting the scale and scope of his or her role. For this purpose, the compensation peer group was tailored to comprise companies that represent the function the executive officer oversees; the relationship of annual target compensation among internal peers; and information about the market for executive talent gained through our monitoring of external market pay practices, our experience recruiting for executive positions at Microsoft, and efforts by others to recruit our executive officers. In determining target pay, the ~~scale and scope of his or her role. For this purpose, the peer groups are tailored to comprise companies that represent the function the executive officer oversees;~~
●	~~the relationship of target total direct compensation among internal peers; and~~
●	information about the market for executive talent gained through our monitoring of external market pay practices, our experience recruiting for executive positions at Microsoft, and efforts by others to recruit our executive officers.

~~The~~ Compensation Committee ~~applying~~considers the range of compensation for executives performing similar roles at companies in our compensation peer group. Base salaries and incentive opportunities may be set below or above median amounts because of factors like expertise, performance, and potential for future contributions. Applying its independent judgment, ~~then~~the Compensation Committee formulated a ~~stock award and a~~total annual target ~~cash award~~compensation amount for each pay component for each executive officer based on Mr. Nadella’s recommendation, the factors Mr. Nadella considered when formulating his recommendations, and input from the Compensation Committee’s compensation consultant, Semler Brossy. ~~There were no base salary adjustments for the Named Executives in fiscal year 2015.~~

~~For fiscal year 2015, our Named Executives’ potential cash awards under the Incentive Plan were limited to 300% of their target cash award opportunities.~~Independent compensation consultant

~~Determining Incentive Plan cash awards~~

Each year, our Named Executives participate in a performance review process that drives the Incentive Plan cash award determinations for the prior fiscal year. The independent members of our Board of Directors conduct the performance review and determine awards for Mr. Nadella, based on the recommendation of the Compensation Committee. The Compensation Committee ~~determines the Incentive Plan cash awards for our other Named Executives, based on the recommendations of Mr. Nadella.~~retains Semler Brossy, ~~advises~~an executive compensation consulting firm that is independent of management, to assist and advise the Compensation Committee ~~on Incentive Plan design~~in its review and ~~award levels.~~

~~Compensation Committee consideration~~oversight of ~~2014 say-on-pay vote and subsequent shareholder engagement~~

As previously discussed, we actively engage with our shareholders on a range of topics, including executive compensation. The Compensation Committee carefully considers both the level of voting support from our shareholders on our say-on-pay vote as well as direct feedback received from shareholders when evaluating our executive compensation ~~plans.~~

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~~At the 2014 Annual Meeting, 72.6%of the votes cast supported our advisory resolution~~Directors – Compensation Committee – Compensation consultant” for more information on ~~the compensation of our Named Executives (the “say-on-pay” vote).While the say-on-pay vote received majority support,~~Semler Brossy’s role and independence as an advisor to the Compensation Committee was disappointed with the percentage of votes against the proposal. The Chairman of the Board, Chair of the Committee, and members of senior management conducted outreach to a cross-section of shareholders owning approximately 35% of our outstanding shares. During these discussions, we sought shareholder views about our historical compensation structure, as well as our plans to introduce more performance-based pay in fiscal year 2016.Committee.

2016 PROXY STATEMENT 43

Based on the input from our shareholders, the Compensation Committee determined that the planned changes to introduce more performance-based pay substantially addressed the core expressions of concern about our executive compensation programs. The Compensation Committee considered the input received from our shareholder engagement program in conjunction with formulating the changes for fiscal year 2016 described above.

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Section 65 – Other compensation policies and information

~~Executive~~No significant executive benefits and perquisites

Our Named ~~Executives~~executives are eligible for the same benefits available to our other U.S.-based full-time employees, including our Section 401(k) plan, employee stock purchase plan, health care plan, life insurance plans, and other welfare benefit programs. Besides the standard benefits offered to all employees, we maintain a non-qualified deferred compensation plan for our ~~executives~~executive officers and senior managers. ~~The~~This deferred compensation plan is unfunded, and participation is voluntary. The deferred compensation plan allows our Named Executives to defer their base salary, the cash portion of their Incentive Plan awards, and certain on-hire bonuses. We do not contribute to the ~~non-qualified~~ deferred compensation plan. In March 2016, Named Executives became eligible for matching gifts for charitable donations above the maximum for our other U.S.-based full-time employees.

During fiscal year ~~2015,~~2016, we provided no executive-only perquisites or other personal benefits to our Named ~~Executives.~~Executives other than modest matching gifts made to charitable organizations.

~~Post-employment~~Limited post-employment compensation

Our Named ~~Executives~~executives do not have employment agreements, and they are not entitled to any payments or benefits following a change in control of Microsoft.

Our Named ~~Executives~~executives may be eligible for additional vesting of their outstanding stock ~~vesting~~awards upon termination of ~~their~~ employment on the same terms as our other ~~Microsoft~~ employees. All employees who retire from Microsoft in the United States after (a) age 65 or (b) age 55 with 15 years of service are eligible for the continuation of vesting of outstanding stock awards granted at hire or at the time of performance review, if the award was granted over one year before the date of retirement. As of June 30, ~~2015,~~2016, only Mr. Smith was retirement-eligible, and the value of his retirement-based stock award vesting on that date was ~~$9,311,853.~~$9,631,269. All employees whose employment with Microsoft terminates due to death or total and permanent disability will fully vest in their outstanding stock awards. Mr. Nadella’s ~~LTPSA~~long-term performance stock award (“LTPSA”) would vest for the target number of shares. The value of our Named Executives’ stock awards vesting at a June 30, ~~2015~~2016 termination of employment due to death or total and permanent disability was: Mr. Nadella ~~- $126,693,237;~~– $146,590,230; Ms. Hood ~~- $18,085,562;~~– $22,825,351; Ms. Johnson ~~- $7,282,587;~~– $11,195,075; Mr. Smith ~~- $28,059,047;~~– $30,110,372; and Mr. Turner ~~- $39,512,043.~~– $40,390,579.

In addition, our Named Executives and ~~all~~our other executive officers are eligible to participate in the Microsoft Senior Executive Severance Benefit Plan (the “Severance Plan”). The Severance Plan was adopted to help ensure continuity of key leaders by providing designated executives severance payments and benefits if their employment is terminated without cause. For purposes of the Severance Plan, “cause” means (i) a conviction or plea of guilty or no contest to a felony or certain misdemeanors; (ii) engaging in gross misconduct; (iii) repeated failure to substantially perform the duties of the executive’s role; (iv) violation of any securities laws; or (v) violation of Microsoft’s policies designed to prevent violations of law.

The Severance Plan payments and benefits ~~comprise (i)~~have four components – cash, stock vesting, continued health care, and outplacement assistance. Cash payments consist of a pro-rata portion of outstanding stock awards (excluding supplemental stock awards) that would otherwise vest in the 12 months after termination of employment, (ii) pro-rata payment of the executive’s annual cash award, (iii) a severance payment equal to ~~one-times annual~~12 Months base salary plus target annual cash incentive award, and ~~(iv) continuation~~a pro-rata payment of the executive officer’s target annual cash incentive award for the partial year of work. Stock vesting applies to SAs and PSAs. SAs that otherwise would vest in the 12-month period after employment terminates continue to vest. If the first year of the PSA performance period is completed, a pro-rata portion of any PSA shares will also vest, and the number of shares subject to pro-ration is the lesser of the target award shares that are otherwise payable after the end of the performance period. Continued health care through COBRA and outplacement assistance will be provided on the same terms as ~~provided~~are available to other employees whose employment is terminated without cause.There is no change-in-control provision in the Severance ~~Plan.~~Plan. To receive the Severance Plan payments and benefits, the executive officer must execute a separation agreement that includes a release of claims in favor of Microsoft, confidentiality and non-disparagement provisions, and 12-month non-compete/non-solicitation restrictions.

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Mr. Nadella participates in the Severance Plan on the same terms as our other executive officers, except ~~that: (i)~~that under his LTPSA award if Microsoft terminates his employment without cause before February 4, 2016, the second anniversary of his appointment as CEO, he will vest in all of his outstanding stock awards (excluding any special stock awards) that would otherwise vest in the 12 months after termination of employment; and (ii) if Microsoft terminates Mr. Nadella’s employment without cause (as defined in the Severance Plan) during a performance period, he will vest in a pro-rata fraction of the threshold 150,000 shares of Microsoft common stock subject to ~~his LTPSA~~the award for his actual period of employment during the performance period.

Under Mr. Turner’s employment offer letter, 160,000 shares of Microsoft common stock subject to his on-hire stock award will vest upon his retirement from Microsoft at age 60 or older, or upon his termination of employment other than for cause (as defined in his employment offer letter).


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~~The following~~

This table shows the amounts that would have been payable to our Named Executives upon a termination of employment without cause on June 30, ~~2015.~~2016, the last day of our last competed fiscal year.


Named Executive	Amount ~~Payable~~payable¹
~~Satya~~ Mr. Nadella		$~~20,573,214~~36,085,569	¹
~~Amy E.~~ Ms. Hood		$~~7,655,977~~13,816,990
~~Margaret L.~~ Ms. Johnson		$~~4,271,366~~8,206,898
~~Bradford L.~~ Mr. Smith		$~~4,271,366~~10,641,925
~~B. Kevin~~ Mr. Turner		$~~22,326,844~~28,426,370	²

(1)	Includes amounts payable under the Severance Plan, plus stock vesting under Mr. Nadella’s LTPSA award ($~~2,428,250), and under Mr. Turner’s on-hire stock award ($7,064,000)~~6,524,175).

(2)

Mr. Turner received none of this amount when he left the Company voluntarily in July 2016; the amount includes the value of the 160,000 shares of Microsoft common stock ($8,187,200) that would have vested upon his retirement from Microsoft at age 60 or older, or upon his termination of employment by Microsoft other than for cause, as provided in his employment offer letter.

~~Executive compensation recovery~~Strong clawback policy

Accountability is a fundamental value of Microsoft. To reinforce this value through our executive compensation program, our executive officers and certain other senior executives are subject to an aggressive, ‘no fault’ executive compensation recovery “clawback” policy. ~~The~~Under this policy, the Compensation Committee may recover incentive compensation whether or not the executive’s actions involve misconduct. When an executive has engaged in intentional misconduct that contributed to the payment of the incentive compensation, the Compensation Committee may take other remedial action, including seeking to recover the entire payment. Under this policy, the Compensation Committee may seek to recover payments of incentive compensation if the performance results leading to a payment are later subject to a downward adjustment or restatement of financial or nonfinancial performance. The Compensation Committee may use its judgment in determining the amount to be recovered where the incentive compensation was awarded ~~on a discretionary basis, as with awards under the Incentive Plan.~~subjectively. Our executive compensation recovery policy is available on our website atwww.microsoft.com/investor/recoverypolicy.

~~Stock~~Rigorous stock ownership policy

Our executive officers and certain other senior executives are ~~subject to stock ownership requirements~~required to maintain a minimum equity stake in Microsoft. This policy embodies the Compensation Committee’s belief that our most senior executives should maintain a significant personal financial stake in Microsoft to promote a long-term perspective in managing our business. In addition, the policy helps ensure the alignment of executive and shareholder interests, which reduces incentive for excessive short-term risk taking. Each covered executive is required to acquire and maintain ownership of shares of Microsoft common stock equal to a specified multiple of his or her base salary, which ranges from three to 10 times base salary. ~~Mr. Nadella’s required stock ownership level is 10 times his base salary.~~ Each covered executive must retain 50% of all net shares (post-tax) that vest until achieving his or her minimum share ownership requirement. ~~As of the end~~The ownership requirements for our Named Executives are as follows.


Named Executive	Share ownership requirement
Satya Nadella		10x base salary
Amy E. Hood		3x base salary
Margaret L. Johnson		3x base salary
Bradford L. Smith		3x base salary
B. Kevin Turner¹		5x base salary

(1)	Mr. Turner left the Company in July 2016. This was his requirement at the time of his departure.

In fiscal year ~~2015,~~2016, each of our Named Executives complied with our stock ownership policy. Our stock ownership policy is available on our website atwww.microsoft.com/investor/~~execstockpolicy~~execstockpolicy..

Derivatives trading, hedging, and pledging ~~policy~~prohibited

Our executive officers are prohibited from trading in options, puts, calls, or other derivative instruments related to Microsoft equity or ~~debt.~~debt securities. They also are prohibited from purchasing Microsoft common stockon margin, borrowing against Microsoft common stock held in a margin account, or pledging Microsoft common stock as collateral for a loan.

2016 PROXY STATEMENT 45

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Deductibility of executive compensation

In structuring compensation for our executive officers, the Compensation Committee considers ~~among other things,~~ whether compensation will be deductible for federal income tax purposes or otherwise subject to the $1 million annual deduction limit of Section 162(m) of the Internal Revenue Code. Other factors may be of greater importance than preserving deductibility for a particular form of compensation, however, and the Compensation Committee retains the discretion to award incentive compensation that is nondeductible. Under federal income tax rules, certain qualified ~~performance-based compensation~~“performance-based compensation” approved by our shareholders is not subject to the annual deduction limit. Annual awards under the Incentive Plan potentially subject to the annual deduction limit of Section 162(m) are expected to qualify as ~~performance-based~~“performance-based compensation.” All Incentive Plan compensation for our Named Executives in fiscal year ~~2015~~2016 was intended to be deductible.

~~Compensation~~Annual compensation risk assessment

We performed an annual assessment for the Compensation and Audit Committees of our Board of Directors to determine whether the risks arising from our fiscal year ~~2015~~2016 compensation policies and practices are reasonably likely to have a material adverse effect on Microsoft. Our assessment reviewed the material elements of executive and non-executive employee compensation. We concluded these policies and practices do not create risk that is reasonably likely to have a material adverse effect on Microsoft.

The structure of our compensation program for executive officers does not incentivize unnecessary or excessive risk-taking. The base salary component of compensation does not encourage risk-taking because it is a fixed amount. The Incentive Plan awards have these risk-limiting characteristics:

●	Annual awards to each executive officer are limited to the lesser of a fixed maximum specified in the Incentive Plan or a fixed percentage of an incentive pool. Cash awards under the Incentive Plan are limited to 200% of a target cash award. Cash incentive awards are based on a review of a variety performance measures, diversifying the risk associated with any single aspect of performance, while amounts received under stock awards do not vary directly based on an individual executive officer’s performance. The introduction of the performance stock awards further diversifies the elements of the program, to minimize the incentive to produce a particular outcome. Rolling three-year performance periods for the performance stock awards emphasize long-term, sustained performance. Using multiple performance measures and pre-established targets reduces incentives to manage results to a single outcome. The performance stock awards use Company-wide measures that are not specific to any one executive officer’s sphere of responsibility and which apply equally to all participants, to encourage a unified and responsible approach to achieving financial and strategic goals. The Compensation Committee can adjust performance results, up or down, to account for extraordinary or unanticipated events, to ensure pay reflects performance outcomes that drive long-term business success. Equity awards are not made in the form of stock options, which may provide an asymmetrical incentive to take unnecessary or excessive risks to increase the market price of Microsoft common stock. Members of the Compensation Committee, or for Mr. Nadella, the independent members of our Board of Directors, approve the final Incentive Plan cash awards, after reviewing executive and corporate performance. In addition, awards to each executive officer are limited to the lesser of a fixed maximum specified in the Incentive Plan or a fixed percentage of an incentive pool. Cash awards under the Incentive Plan are limited to 300% of a target cash award.
●	Cash awards are based on a review of a variety performance factors, thus diversifying the risk associated with any single aspect of performance, while amounts received under stock awards do not vary directly based on an individual executive officer’s performance.
●	~~Equity awards are not made in stock options, which may provide an asymmetrical incentive to take unnecessary or excessive risks to increase the market price of Microsoft common stock.~~
●	~~Awards are not tied to formulas that could focus our executive officers on specific short-term outcomes.~~
●	Members of the Compensation Committee, or with Mr. Nadella, the independent members of our Board of Directors, approve the final Incentive Plan cash awards in their discretion, after reviewing executive and corporate performance.

~~Awards~~ are subject to our Executive Compensation Recovery Policy, described in this Section 63 – “Other compensation policies and information – ~~Executive compensation recovery~~Strong clawback policy.”

The majority of the award value is delivered in shares of Microsoft common stock with a multi-year vesting schedule, which aligns the interests of our executive officers to long-term shareholder interests.

Executive officers are subject to our executive stock ownership requirements, described in this Section 63 – “Other compensation policies and information – ~~Stock~~Rigorous stock ownership policy.”

~~Review of risk under the Incentive Plan~~

Management and our Board of Directors also assessed risk in the design and implementation of the fiscal year 2016 executive compensation program. We concluded that the 2016 changes to awards under the Incentive Plan do not create risk that is reasonably likely to have a material adverse effect on Microsoft. The changes have significant risk-mitigating characteristics, including:

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~~Compensation Committee report~~

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis provided above. Based on its review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation Committee
~~Maria M. Klawe~~
~~G. Mason Morfit~~
~~Helmut Panke~~

John W. Stanton Chair

G. Mason Morfit

Charles W. Scharf

Padmasree Warrior

Fiscal year 2016 compensation tables

~~Fiscal year 2015 compensation tables~~

Summary compensation table

This table contains information about compensation awarded to our Named Executives for the fiscal years ended June 30, 2016, 2015, ~~2014,~~ and ~~2013.~~2014. None of our Named Executives received stock options during those years.

   Name and principal position       Year
Salary
($)
      Bonus¹
($)       Stock
awards²
($)       All other
compensation³
($)       Total
($)
Satya Nadella
Chief Executive Officer and Director 2015 1,200,000 4,320,000 12,761,263 13,007 18,294,270
2014 918,917 3,600,000 79,777,109 ² 12,729 84,308,755
2013 669,167 1,580,906 5,406,699 12,180 7,668,952
Amy E. Hood
Chief Financial Officer 2015 675,985 1,978,000 6,090,606 10,372 8,754,963
2014 603,333 1,583,750 8,264,576 11,399 10,463,058
2013 365,954 457,443 6,626,019 11,153 7,460,569
Margaret L. Johnson
Executive Vice President,
Business Development 2015 539,204 3,795,000 10,180,626 ² 18,765 14,533,595


Bradford L. Smith
President and Chief Legal Officer 2015 650,000 1,300,000 4,833,835 16,847 6,800,682
2014 641,667 1,925,000 14,383,054 15,082 16,964,803
B. Kevin Turner
Chief Operating Officer 2015 800,000 2,200,000 9,184,243 11,171 12,195,414
2014 796,667 2,848,083 19,063,869 10,657 22,719,276
2013 777,500 2,138,125 7,457,504 10,484 10,383,613


Name and principal position	Year		Salary ($)		Bonus¹ ($)		Stock awards² ($)			All other compensation ($)		Total ($)
Satya Nadella Chief Executive Officer and Director		2016		1,200,000		4,464,000		12,013,927			14,104	17,692,031
		2015		1,200,000		4,320,000		12,761,263			13,007	18,294,270
		2014		918,917		3,600,000		79,777,109	²		12,729	84,308,755
Amy E. Hood Executive Vice President and Chief Financial Officer		2016		731,250		2,304,000		7,326,650			12,730	10,374,630
		2015		675,985		1,978,000		6,090,606			10,372	8,754,963
		2014		603,333		1,583,750		8,264,576			11,399	10,463,058
Margaret L. Johnson Executive Vice President, Business Development		2016		704,167		1,909,000		4,083,212			20,111	6,716,490
		2015		539,204		3,795,000		10,180,626	²		18,765	14,533,595
Bradford L. Smith President and Chief Legal Officer		2016		704,167		1,972,000		5,915,948			18,497	8,610,612
		2015		650,000		1,300,000		4,833,835			16,847	6,800,682
		2014		641,667		1,925,000		14,383,054			15,082	16,964,803
B. Kevin Turner Chief Operating Officer		2016		866,667		2,384,000		9,556,560			149,523	12,956,750
		2015		800,000		2,200,000		9,184,243			11,171	12,195,414
		2014		796,667		2,848,083		19,063,869			10,657	22,719,276

(1)	This column reports Incentive Plan cash awards for the fiscal ~~year and, for~~year. In addition, Ms. Johnson, received a ~~one-time on-hire cash~~$3,000,000 signing bonus ~~of $2,500,000.~~payable over two years - $2,500,000 in fiscal year 2015 and an additional $500,000 in fiscal year 2016.

(2)

~~All amounts~~Values for SAs in this column are calculated using the grant date fair value under Accounting Standards Codification Topic 718 (“ASC 718”) based on the market price as of the date of grant of common stock awarded, reduced by the present value of estimated future dividends because the awards are not entitled to receive dividends prior to vesting. Values for PSAs in this column are calculated using a Monte Carlo simulation valuation performed as of the date of grant by an independent third party. The values of PSAs in this column at the grant date, assuming that the highest level of performance conditions will be achieved are: for Mr. Nadella, $13,825,602; for Ms. Hood, $7,645,994; for Ms. Johnson, $5,236,964; for Mr. Smith, $6,808,098; and for Mr. Turner, $10,997,669. Includes, for fiscal year 2014, the LTPSA Mr. Nadella received when he was promoted to CEO, with a grant date fair value of $59,184,000; he will not be eligible to receive any part of this LTPSA compensation until 2019, if he continues to serve as CEO.

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(3)	Details about the amounts in this column are set forth in the table below.

All other compensation

None of our Named Executives received reimbursements for relocation expenses or tax-gross-up payments in the last three fiscal years.


Named Executive	Year		401(k) Plan Company match ($)		Broad-based plan benefits^A ($)		Matching charitable gifts^B ($)		Other ($)	Total ($)
Satya Nadella		2016		9,000		5,104					14,104
		2015		7,950		5,057					13,007
		2014		7,800		4,929					12,729
Amy E. Hood		2016		9,000		3,730					12,730
		2015		7,950		2,422					10,372
		2014		9,086		2,313					11,399
Margaret L. Johnson		2016		9,000		7,111		4,000			20,111
		2015		14,376		4,389					18,765
Bradford L. Smith		2016		9,000		9,497					18,497
		2015		7,950		8,897					16,847
		2014		7,800		7,282					15,082
B. Kevin Turner		2016		9,000		3,894		1,250	135,379^C		149,523
		2015		7,950		3,221					11,171
		2014		7,800		2,857					10,657

(A)

These amounts include (i) imputed income from life and disability insurance and (ii) athletic club membership and payments in lieu of athletic club membership. These benefits are available to substantially all our U.S.-based employees.

(B)

Includes matching charitable contributions above match level available to all U.S. employees under our corporate giving program.

(C)

This amount is the lump sum payment to Mr. Turner in lieu of 8 weeks paid time off earned under the Company’s sabbatical program.

Grants of plan-based awards

This table provides information on grants of awards under any plan to the Named Executives related to the fiscal year ended June 30, 2016.


Named Executive	Grant date		Estimated future payouts under equity incentive plan awards¹						All other stock awards (#)		Grant date fair value of stock awards² ($)
Named Executive	Grant date		Threshold (#)		Target (#)		Maximum (#)		All other stock awards (#)		Grant date fair value of stock awards² ($)
Satya Nadella		9/15/2015								181,986		7,405,393
		9/15/2015		6,325		101,124		404,496				4,608,534
Amy E. Hood		9/15/2015								117,418		4,777,985
		9/15/2015		3,498		55,925		223,700				2,548,665
Margaret L. Johnson		9/15/2015								57,445		2,337,558
		9/15/2015		2,396		38,304		153,216				1,745,655
Bradford L. Smith		9/15/2015								89,614		3,646,582
		9/15/2015		3,115		49,796		199,184				2,269,366
B. Kevin Turner		9/15/2015								144,762		5,890,670
		9/15/2015		5,031		80,439		321,756				3,665,890

(1)

The “Estimated future payouts under equity incentive plan awards” columns represent the threshold, target, and maximum shares for the PSAs granted in fiscal year 2016. Because under ASC 718 the reported target shares excludes future periods for which a performance target has not been set, the reported target number of shares is calculated as the target shares of the strategic metrics (50% of the PSAs) and one-third of the two financial metrics for fiscal year 2016 (16.68% of the PSAs). The threshold is calculated as if the threshold of only one of the financial metrics for one year (50% of 8.34% of the PSAs) is met. The maximum is calculated assuming all maximum targets were met and the relative TSR multiplier was fully earned.

(2)

Values for SAs in this column are calculated using the grant date fair value under ASC 718 based on the market price as of the date of grant of common stock awarded, reduced by the present value of estimated future dividends because the awards are not entitled to receive dividends prior to vesting. ~~Includes,~~Values for fiscal year 2014, the LTPSA Mr. Nadella received in connection with his promotion to CEO, with a grant date fair value of $59,184,000; he will not be eligible to receive any part of this LTPSA compensation until 2019. Includes for Ms. Johnson a one-time on-hire stock award with a grant date fair value of $5,346,791.

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~~(3)~~	~~Details about the amounts in this column are set forth in the table below.~~

	~~All other compensation~~

	~~None of our Named Executives received reimbursements for relocation expenses or tax-gross-up payments in the last three fiscal years.~~

Name

Year

401(k) Plan
Company
match
($)

Income received
under broad-based
benefits program*
($)

Total
($)

Satya Nadella 2015 7,950 5,057 13,007
2014 7,800 4,929 12,729
2013 7,650 4,530 12,180
Amy E. Hood 2015 7,950 2,422 10,372
2014 9,086 2,313 11,399
2013 8,614 2,539 11,153
Margaret L. Johnson 2015 14,376 4,389 18,765
Bradford L. Smith 2015 7,950 8,897 16,847
2014 7,800 7,282 15,082
B. Kevin Turner 2015 7,950 3,221 11,171
2014 7,800 2,857 10,657
2013 7,650 2,834 10,484

~~Grants of plan-based awards for fiscal year ended June 30, 2015~~

~~This table provides information on grants of awards under any plan to the Named Executives related to the fiscal year ended June 30, 2015.~~

Name Grant date Stock
awards
(#)
Grant date fair value
of stock awards¹($)
Satya Nadella 9/18/2014 290,557 12,761,263
Amy E. Hood 9/18/2014 138,675 6,090,606
Margaret L. Johnson 9/2/2014 121,979 ² 5,346,791
9/18/2014 110,060 4,833,835
Bradford L. Smith 9/18/2014 110,060 4,833,835
B. Kevin Turner 9/18/2014 209,113 9,184,243

~~(1)~~

~~All amounts~~PSAs in this column are calculated using ~~the grant date fair value under Accounting Standards Codification Topic 718 based on the market price~~a Monte Carlo simulation valuation performed as of the date of grant ~~of common stock awarded, reduced~~ by ~~the present value of estimated future dividends because the awards are not entitled to receive dividends prior to vesting.~~an independent third party.


~~(2)~~48	~~Represents a one-time on-hire stock award.~~

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Outstanding equity awards ~~as of~~at June 30, ~~2015~~2016

This table provides information onabout unvested stock awards held by the Named Executives on June 30, ~~2015.~~2016. Mr. Turner left the Company in July 2016; he is not eligible to vest in the awards reported in this table.

Stock awards
Name
Number of shares
or units of stock
that have not
vested¹(#)
Market value of
shares or units of
stock that have
not vested²($)
Equity incentive plan
awards: number of
unearned shares,
units or other rights
that have not vested
(#)
Equity incentive plan
awards: market or
payout value of
unearned shares,
units or other rights
that have not vested²($)
Satya Nadella 1,069,609 47,223,237 450,000 ³ 19,867,500
Amy E. Hood 409,639 18,085,562
Margaret L. Johnson 164,951 7,282,587
Bradford L. Smith 635,539 28,059,047
B. Kevin Turner 894,950 39,512,043


	Stock awards
Named Executive	Number of shares or units of stock that have not vested¹ (#)		Market value of shares or units of stock that have not vested² ($)		Equity incentive plan awards: number of unearned shares, units or other rights that have not vested¹ (#)		Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested² ($)
Satya Nadella		913,114		46,724,043		551,124		28,200,992
Amy E. Hood		362,199		18,533,723		55,925		2,861,657
Margaret L. Johnson		161,337		8,255,614		38,304		1,960,032
Bradford L. Smith		513,759		26,289,048		49,796		2,548,059
B. Kevin Turner		668,706		34,217,686		80,439		4,116,085

(1)

The following table shows the dates on which the awards in the outstanding equity awards table vest and the corresponding number of shares, subject to continued employment through the vest ~~date.~~date or eligible retirement. Performance stock awards are reported at target award levels. Mr. Nadella’s LTPSA is reported at the minimum award level.

Number of Shares Vesting
Vesting Date Satya Nadella Amy E. Hood Margaret L. Johnson Bradford L. Smith B. Kevin Turner
8/15/2015 117,961 0 0 78,641 0
8/29/2015 128,777 63,111 27,515 64,940 * 123,386
8/31/2015 91,743 20,683 0 67,813 * 142,765
9/28/2015 0 20,299 0 0 0
2/28/2016 0 0 33,544 0 0
5/15/2016 0 31,024 0 0 0
6/25/2016 0 29,741 0 0 0
6/30/2016 0 0 0 0 104,855
8/15/2016 117,962 0 0 78,641 0
8/29/2016 128,777 63,112 27,515 64,940 * 123,386
8/31/2016 47,048 20,683 0 30,825 * 64,893
9/28/2016 0 3,722 0 0 0
2/28/2017 0 0 21,347 0 0
6/25/2017 0 29,741 0 0 0
8/15/2017 117,962 0 0 78,641 0
8/29/2017 128,777 63,113 27,515 64,941 * 123,386
6/25/2018 0 29,741 0 0 0
8/15/2018 117,962 0 0 78,642 0
8/29/2018 72,640 34,669 27,515 27,515 * 52,279
2/3/2019 150,000 ** 0 0 0 0
2/3/2020 150,000 ** 0 0 0 0
2/3/2021 150,000 ** 0 0 0 0
Retirement At age 60 or older 0 0 0 0 160,000
Total 1,519,609 409,639 164,951 635,539 894,950

* Eligible for continued vesting following Mr. Smith’s retirement.
** Represents vest of Mr. Nadella’s LTPSA at the minimum award level.


	Number of shares vesting
Vesting date	Satya Nadella			Amy E. Hood		Margaret L. Johnson		Bradford L. Smith			B. Kevin Turner
8/15/2016		117,962			0		0		78,641			0
8/29/2016		128,777			63,112		27,515		64,940			123,386
8/31/2016		92,544			50,037		14,361		53,228			101,083
9/28/2016		0			3,722		0		0			0
2/28/2017		22,748			14,677		28,527		11,202			18,095
6/25/2017		0			29,741		0		0			0
8/15/2017		117,962			0		0		78,641			0
8/29/2017		128,777			63,113		27,515		64,941			123,386
8/31/2017		22,749			14,678		7,181		11,202			18,096
2/28/2018		22,748			14,677		7,181		11,201			18,095
6/25/2018		0			29,741		0		0			0
8/15/2018		117,962			0		0		78,642			0
8/29/2018		72,640			34,669		27,515		27,515			52,279
8/31/2018		123,872			70,602		45,484		60,998			98,534
2/3/2019		150,000	^(A)		0		0		0			0
2/28/2019		22,748			14,677		7,181		11,202			18,095
8/31/2019		22,749			14,678		7,181		11,202			18,096
2/3/2020		150,000	^(A)		0		0		0			0
2/3/2021		150,000	^(A)		0		0		0			0
Retirement at age 60 or older		0			0		0		0			160,000
Total		1,464,238			418,124		199,641		563,555	^(B)		749,145

(A)

Represents vest of Mr. Nadella’s LTPSA at the minimum award level.

(B)

188,221 of these shares are eligible for continued vesting following Mr. Smith’s retirement.

(2)	The market value is the number of shares shown in the table multiplied by ~~$44.15,~~$51.17, the closing market price of Microsoft common stock on June 30, ~~2015.~~
~~(3)~~	~~Represents the number of shares under Mr. Nadella’s LTPSA at the minimum award level.~~2016.

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Stock ~~awards~~ vested ~~during fiscal year ended June 30, 2015~~

This table provides information, on an aggregate basis, about stock awards that vested during the fiscal year ended June 30, ~~2015~~2016 for each of the Named Executives.

Microsoft has not granted stock options, other than options ~~assumed~~substituted in acquisitions, since ~~2003; no~~2003. No Named Executives held any Microsoft stock options during the fiscal year.

Stock awards
Name Number of shares
acquired on vesting
(#) Value realized
on vesting¹($)
Satya Nadella 196,725 8,906,341
Amy E. Hood 145,480 6,735,430
Margaret L. Johnson 67,088 2,941,809
Bradford L. Smith 153,171 6,937,975
B. Kevin Turner 391,097 17,617,281


	Stock awards
Named Executive	Number of shares acquired on vesting (#)		Value realized on vesting¹ ($)
Satya Nadella		338,481		15,231,611
Amy E. Hood		164,858		7,639,708
Margaret L. Johnson		61,059		2,929,541
Bradford L. Smith		211,394		9,527,966
B. Kevin Turner		371,006		16,991,385

(1)	The value realized on vesting is calculated by multiplying the number of shares shown in the table by the market value of the shares on the vesting date.

Non-qualified deferred compensation

This table provides information about Named Executives’ contributions, earnings, and balances under our non-qualified Deferred Compensation Plan in fiscal year ~~2015.~~2016. Microsoft does not contribute to the Deferred Compensation Plan, and in fiscal year ~~2015~~2016 there were no withdrawals by or distributions to Named Executives.

Name
Executive
contributions in
fiscal year 2015
($)
Aggregate
earnings in fiscal
year 2015¹($)
Aggregate
balance at
June 30, 2015²($)
Satya Nadella 0 5,366 162,414
Amy E. Hood 0 0 0
Margaret L. Johnson 0 0 0
Bradford L. Smith 0 0 0
B. Kevin Turner 0 0 0


Named Executive	Executive contributions in fiscal year 2016 ($)		Aggregate earnings in fiscal year 2016 ($)		Aggregate balance at June 30, 2016¹ ($)
Satya Nadella		0		-1,844		160,571
Amy E. Hood		0		0		0
Margaret L. Johnson		0		0		0
Bradford L. Smith		0		0		0
B. Kevin Turner		0		0		0

(1)	~~The amount in this column is not included in the Summary Compensation Table because plan earnings were not preferential or above-market.~~
~~(2)~~	The amount in this column has not been included in the Summary Compensation Table for previous years.

Microsoft’s Deferred Compensation Plan is unfunded and unsecured. It allows participants to defer a specified percentage of their base salary (up to 75%), and/or eligible incentive cash payments (up to 100%). Participation in the Deferred Compensation Plan is limited to senior managers, including our Named Executives. Microsoft does not contribute to the Deferred Compensation Plan or guarantee any returns on participant contributions.

When an employee elects to participate in the Deferred Compensation Plan, the employee must specify the percentage of base salary and/or cash incentive award to be deferred, and the timing of distributions. No withdrawals are permitted prior to the previously elected distribution date, other than “hardship withdrawals” as permitted by applicable law. Amounts deferred under the Deferred Compensation Plan are credited with hypothetical investment earnings based on participant investment elections made from among investment options available under the plan.

1 CORPORATE
GOVERNANCE
AT MICROSOFT 2 BOARD OF
DIRECTORS 3 NAMED EXECUTIVE
OFFICER
COMPENSATION 4 AUDIT
COMMITTEE
MATTERS 5 INFORMATION
ABOUT THE MEETING

Equity compensation plan information ~~as of June 30, 2015~~

This table provides information about shares of Microsoft stock that may be issued under our equity compensation plans approved by shareholders and plans not approved by shareholders. Under the 2001 Stock Plan, no option or stock appreciation rights may be repriced, replaced, regranted through cancellation, repurchased for cash or other consideration, or modified without shareholder approval (except in connection with a change in our capitalization), if the effect would be to reduce the exercise price for the share underlying the award.

Plan category
Number of securities
to be issued upon
exercise of outstanding
options, warrants,
and rights¹
Weighted average
exercise price
of outstanding
options, warrants,
and rights²
Number of securities
remaining available
for future issuance
under equity
compensation plans³
Equity compensation plans approved by 216,516,976 $4.71 452,121,531
security holders⁴
Equity compensation plans not approved by 0 N/A 0
security holders
Total 216,516,976 $4.71 452,121,531

Plan category

Number of securities
to be issued upon
exercise of outstanding
options, warrants,
and rights¹

Weighted average
exercise price

of outstanding
options, warrants,
and rights²

Number of securities
remaining available
for future issuance
under equity
compensation plans³

Equity compensation plans approved by security holders

196,275,045

$6.55

356,665,006

Equity compensation plans not approved by security holders

N/A

Total

196,275,045

$6.55

356,665,006

(1)	Represents shares issuable upon vesting of outstanding stock awards granted under the 2001 Stock Plan; includes ~~1.8 million of~~PSA and Mr. Nadella’s LTPSA shares that will vest if target performance levels are achieved.

(2)	The weighted-average exercise price does not take into account the shares issuable upon vesting of outstanding stock awards, which have no exercise price.

(3)	Includes ~~158~~142 million shares remaining available for issuance as of June 30, ~~2015~~2016 under the Employee Stock Purchase Plan.
~~(4)~~	Under the 2001 Stock Plan, no award may be repriced, replaced, regranted through cancellation, or modified without shareholder approval (except in connection with a change in our capitalization), if the effect would be to reduce the exercise price for the share underlying such award.

Compensation Committee interlocks and insider participation

Ms. Warrior, Messrs. Morfit, Scharf, and Stanton, and ~~insider participation~~

Drs. Klawe and Panke ~~Ms. Dublon and Messrs. Morfit and Stanton~~ were members of the Compensation Committee during fiscal year ~~2015. Mr. Stanton joined on July 30, 2014, and Mr. Morfit joined on December 3, 2014. Ms. Dublon~~2016. Dr. Klawe left the Committee on December ~~3, 2014~~2, 2015 following her retirement from the Board. Dr. Panke stepped off the Committee, and Ms. Warrior and Mr. ~~Stanton was appointed as Compensation~~Scharf joined the Committee ~~Chair upon Ms. Dublon’s retirement.~~on January 1, 2016. All members of the Compensation Committee were independent directors, and no member was an employee or former employee of Microsoft. During fiscal year ~~2015,~~2016, none of our executive officers served on the compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on our Compensation Committee.

1 CORPORATE
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DIRECTORS 3 NAMED EXECUTIVE
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COMPENSATION 4 AUDIT
COMMITTEE
MATTERS 5 INFORMATION
ABOUT THE MEETING

~~Stock ownership information~~

This table describes, as of ~~October 2, 2015,~~September 30, 2016, the number of shares of our common stock beneficially owned by our directors and ~~Named Executives,~~all executive officers, together with additional underlying shares or stock units as described in Notes 2 through 4 to the table.
In computing the number and percentage of shares beneficially owned by each person, we have included any shares of our common stock that could be acquired within 60 days of ~~October 2, 2015~~September 30, 2016 by the exercise of options, the vesting of stock awards or the receipt of shares credited under the Deferred Compensation Plan for Non-Employee Directors. These shares, however, are not counted in computing the percentage ownership of any other person.
Beneficial ownership
Name Common
Stock^1,2 Percent of
common
stock Additional
underlying shares
or stock units^3,4 Total
   William H. Gates III 222,992,934 ⁵     2.79 %     0     222,992,934
Maria M. Klawe 25,469 * 0 25,469
Teri L. List-Stoll 4,329 * 0 4,329
G. Mason Morfit 75,273,091 ⁶ * 0 75,273,091
Charles H. Noski 92,607 ⁷ * 0 92,607
Helmut Panke 46,829 * 0 46,829
Charles W. Scharf 29,778 * 0 29,778
John W. Stanton 71,034 ⁸ * 0 71,034
John W. Thompson 29,633 ⁹ * 28,775 58,408
Amy E. Hood 227,831 * 506,834 734,665
Satya Nadella 430,708 * 2,864,769 3,295,477
Margaret L. Johnson 58,469 ¹⁰ * 252,326 310,795
Bradford L. Smith 397,857 * 588,438 986,295
B. Kevin Turner 368,018 * 894,196 1,262,214
Named Executives and Directors as a group (16 People) 300,226,787 ¹¹ 3.76 % N/A N/A

Beneficial ownership

Name
   Common
stock^1,2      Percent of
common
stock

Additional
underlying shares
or stock units^3,4
     Total

William H. Gates III
   190,992,934 ⁵      2.45 % 0         190,992,934

Teri L. List-Stoll
   9,108         *    0         9,108

G. Mason Morfit
   38,626,497 ⁶      *    0         38,626,497

Charles H. Noski
   98,235 ⁷      *    0         98,235

Helmut Panke
   49,211         *    0         49,211

Sandra E. Peterson
   4,491         *         4,491

Charles W. Scharf
   33,187         *    0         33,184

John W. Stanton
   74,440 ⁸      *    0         74,440

John W. Thompson
   31,722 ⁹      *    37,769         69,491

Padmasree Warrior
   4,202         *    0         4,202

Satya Nadella
   467,659         *    2,504,357         2,972,016

Amy E. Hood
   192,645         *    326,254         518,899

Margaret L. Johnson
   105,109 ¹⁰      *    162,970         268,079

Bradford L. Smith
   502,805         *    388,304         891,109

B. Kevin Turner
   274,387 ⁽¹¹⁾      *    0         274,387

Executive officers and directors as a group (18 People)
   232,269,002 ¹²      2.98 % N/A         N/A
*
Less than 1%
(1) Beneficial ownership represents sole voting and investment power.
(2) For directors, includes shares credited under the Deferred Compensation Plan for Non-Employee Directors that may be distributable within 60 days of ~~October 2, 2015:~~September 30, 2016: Ms. List-Stoll, ~~2,518;~~5,710; Mr. Noski, ~~80,427; and~~86,055; Ms. Peterson, 4,491; Mr. Thompson, ~~1,288.~~3,377; and Ms. Warrior, 863.
(3) For directors, includes shares credited under the Deferred Compensation Plan for Non-Employee Directors that are not payable within 60 days following termination of Board service: Mr. Thompson, ~~28,775.~~37,759.
(4) For Named Executives, includes (i) unvested stock awards that do not vest within 60 days of ~~October 2, 2015,~~September 30, 2016, subject to continued employment at the time of each vest: Ms. Hood, ~~506,834;~~326,254; Mr. Nadella, ~~1,064,769;~~704,357; Ms. Johnson, ~~252,326;~~162,970; and Mr. Smith, ~~164,293; and Mr. Turner, 894,196~~228,637 (ii), 1,800,000 shares payable to Mr. Nadella under his LTPSA at target performance, and (iii) ~~424,145~~159,667 shares that would vest if Mr. Smith retires from Microsoft.
(5) Excludes 424,816 shares held by Mr. Gates’ spouse, as to which he disclaims beneficial ownership.
(6) Includes ~~67,902,590~~34,846,148 shares that are directly beneficially owned by ValueAct Capital Master Fund, L.P. and may be deemed to be indirectly beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. Also includes ~~7,370,501~~3,780,349 shares directly beneficially owned by ValueAct Capital Master Fund, L.P. and may be deemed to be indirectly beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. Mr. Morfit is a member of the management board of ValueAct Holdings GP, LLC. Each reporting person listed above disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
(7) Includes 12,180 shares held by a family trust.
(8) Includes 7,243 shares held by a family trust.
(9) Includes 27,279 shares held by a family trust.
(10) Includes ~~219~~105,109 shares held by a family trust.
(11) Represents shares owned as of June 30, 2016. Mr. Turner left the Company in July 2016.
(12) Includes ~~84,233~~100,496 shares credited under the Deferred Compensation Plan for Non-Employee Directors that may be issued within 60 days of ~~October 2, 2015.~~September 30, 2016.

1 CORPORATE
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~~Principal Shareholders~~52

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Principal shareholders

This table lists all entities that are the beneficial owner of more than 5% of Microsoft common stock.

   Name       Voting common stock and
nature of beneficial
ownership as of 9/30/2015       Percent of
Class to be voted
at the meeting
  BlackRock, Inc. 477,140,168 ¹ 5.8%
  40 East 52^ndStreet, New York, NY 10022
  The Vanguard Group, Inc. 427,545,970 ² 5.18%
  100 Vanguard Blvd., Malvern, PA 19355

~~(1)~~	All information about BlackRock, Inc. is based on a Schedule 13G/A filed with the SEC on February 2, 2015. BlackRock, Inc. reported that it has sole voting power with respect to 395,936,824 shares of common stock, sole dispositive power with respect to 477,076,155 shares of
Name		Voting common stock and ~~shared voting and shared dispositive power~~ nature of ~~64,013 shares~~beneficial ownership as of ~~common stock.~~9/30/2016			Percent of class to be voted at the meeting
~~(2)~~ The Vanguard Group, Inc. 100 Vanguard Blvd., Malvern, PA 19355			485,335,822	¹		6.07%
BlackRock, Inc. 55 East 52^nd Street, New York, NY 10055			450,562,532	²		5.6%

(1)

All information about The Vanguard Group, Inc. is based on a Schedule 13G filed with the SEC on February ~~11, 2015.~~10, 2016. The Vanguard Group, Inc. reported that it has sole voting power with respect to ~~14,076,975~~14,751,047 shares of common stock, sole dispositive power with respect to ~~414,177,630~~469,723,610 shares of common stock, shared voting power of 762,900 shares of common stock, and shared dispositive power of ~~13,368,340~~15,612,212 shares of common stock.

~~Section 16(a) – beneficial ownership reporting compliance~~

(2)

All information about BlackRock, Inc. is based on a Schedule 13G/A filed with the SEC on January 26, 2016. BlackRock, Inc. reported that it has sole voting power with respect to 382,928,585 shares of common stock, sole dispositive power with respect to 450,518,657 shares of common stock, and shared voting and shared dispositive power of 43,875 shares of common stock.

Section 16(a) – beneficial ownership reporting compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers, and persons who own more than 10% of our common stock to file reports of their ownership and changes in ownership of our common stock with the SEC. Our employees prepare these reports for our directors and executive officers using information obtained from them and from Microsoft’s records. We believe our executive officers met all applicable Section 16(a) requirements during fiscal year 2016. Due to administrative error, ~~Margaret L. Johnson~~Frank H. Brod, our Chief Accounting Officer, was ~~50 days~~one day late in filing a Form 4 to report an ~~on-hire stock award for 121,979~~open market sale of 7,000 shares of Microsoft common stock; Charles W. Scharf was 30 days late in filing an amended Form 3 after it was discovered he held 3,112 shares of Microsoft common stock in a retail brokerage account and 525 shares of Microsoft common stock in a family trust; and John Stanton was 23 days late in filing an amended Form 3 after it was discovered he held 7,243 shares of Microsoft common stock in a family trust and 40,239 shares of Microsoft common stock through a synthetic index fund account.stock.

1 CORPORATE
GOVERNANCE
AT MICROSOFT 2 BOARD OF
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OFFICER
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COMMITTEE
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ABOUT THE MEETING

~~Audit Committee matters~~

1 CORPORATE
GOVERNANCE
AT MICROSOFT 2 BOARD OF
DIRECTORS 3 NAMED EXECUTIVE
OFFICER
COMPENSATION 4 AUDIT
COMMITTEE
MATTERS 5 INFORMATION
ABOUT THE MEETING

During fiscal year ~~2015,~~2016, the Audit Committee fulfilled its duties and responsibilities as outlined in the charter and the accompanying calendar. The Audit Committee meets twice each quarter; once in connection with quarterly Board meetings and once to review the quarterly Forms 10-Q and annual Form 10-K. In addition, the Committee meets as needed to address emerging accounting, compliance, or other matters or for educational training. Specifically, the Audit Committee:

reviewed and discussed with management and the independent auditor Microsoft’s quarterly earnings press releases, consolidated financial statements, and related periodic reports filed with the SEC,

●	~~reviewed and discussed with management and the independent auditor Microsoft’s quarterly earnings press releases, consolidated financial statements, and related periodic reports filed with the SEC,~~
●54	reviewed and discussed with management, the internal auditor, and the independent auditor management’s assessment of the effectiveness of the Company’s internal control over financial reporting and the independent auditor’s opinion about the effectiveness of Microsoft’s internal control over financial reporting,
●	~~reviewed and discussed with management, the internal auditor, and the independent auditor, as appropriate, the audit scopes and plans of both the internal auditor and the independent auditor,~~
●	inquired about significant business and financial reporting risks, reviewed Microsoft’s policies for risk assessment and risk management, and assessed the steps management is taking to control these risks,
●	met in periodic executive sessions with each of management, the internal auditor, and the independent auditor, to discuss the results of their examinations, their evaluations of internal controls, and the overall quality of the Company’s financial reporting,
●	met with the chief executive officer and chief financial officer to discuss the processes they have undertaken to evaluate the accuracy and fair presentation of the Company’s consolidated financial statements and the effectiveness of the Company’s systems of disclosure controls and procedures and internal control over financial reporting,
●	~~reviewed the Company’s related party transactions and Policy for Related Party Transactions,~~
●	~~received reports about the receipt, retention, and treatment of financial reporting and other compliance concerns,~~
●	~~reviewed and assessed the qualitative aspects of the Company’s ethics and compliance programs, and~~
●	~~reviewed with the chief compliance officer legal and regulatory matters that may have a material impact on the consolidated financial statements or internal control over financial reporting.~~

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reviewed and discussed with management, the internal auditor, and the independent auditor management’s assessment of the effectiveness of the Company’s internal control over financial reporting and the independent auditor’s opinion about the effectiveness of Microsoft’s internal control over financial reporting,

reviewed and discussed with management, the internal auditor, and the independent auditor, as appropriate, the audit scopes and plans of both the internal auditor and the independent auditor,

inquired about significant business and financial reporting risks, reviewed Microsoft’s policies for risk assessment and risk management, and assessed the steps management is taking to control these risks,

met in periodic executive sessions with each of management, the internal auditor, and the independent auditor, to discuss the results of their examinations, their evaluations of internal controls, and the overall quality of the Company’s financial reporting,

met with the chief executive officer and chief financial officer to discuss the processes they have undertaken to evaluate the accuracy and fair presentation of the Company’s consolidated financial statements and the effectiveness of the Company’s systems of disclosure controls and procedures and internal control over financial reporting,

reviewed the Company’s related party transactions and Policy for Related Party Transactions,

received reports about the receipt, retention, and treatment of financial reporting and other compliance concerns,

reviewed and assessed the qualitative aspects of the Company’s ethics and compliance programs, and

reviewed with the chief compliance officer legal and regulatory matters that may have a material impact on the consolidated financial statements or internal control over financial reporting.

The Audit Committee has reviewed and discussed with management and the independent auditor Microsoft’s audited consolidated financial statements and related footnotes for the fiscal year ended June 30, ~~2015,~~2016, and the independent auditor’s report on those financial statements. Management represented to the Audit Committee that Microsoft’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States. Deloitte & Touche presented the matters required to be discussed with the Audit Committee by Public Company Accounting Oversight Board standards and Rule 2-07 of SEC Regulation S-X. This review included a discussion with management and the independent auditor of the quality (not merely the acceptability) of Microsoft’s accounting principles, the reasonableness of significant estimates and judgments, and the disclosures in Microsoft’s consolidated financial statements, including the disclosures relating to critical accounting policies.

Based on the reviews and discussions described above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in Microsoft’s Annual Report on Form 10-K for the fiscal year ended June 30, ~~2015~~2016 for filing with the SEC.

The Audit Committee recognizes the importance of maintaining the independence of Microsoft’s independent auditor, both in fact and appearance, and takes a number of measures to ensure independence. The Audit Committee leads the selection of the lead audit engagement partner, working with Deloitte & Touche with input from management. As part of its auditor engagement process, the Audit Committee considers whether to rotate the independent audit firm. The Audit Committee has established a policy pursuant to which all services, audit and non-audit, provided by the independent auditor must be pre-approved by the Audit Committee or its delegate. This policy prohibits the independent auditor from providing non-audit services such as bookkeeping or financial systems design and implementation. The Company’s pre-approval policy is more fully described below in this Part 4 under the caption “Policy on Audit Committee Pre-approval of Audit and Permissible Non-audit Services of Independent Auditor.” Given the amount and the nature of the non-audit services provided, the Audit Committee has concluded that provision of those services was compatible with maintaining the independence of Deloitte & Touche. In addition, Deloitte & Touche has provided the Audit Committee with the written

disclosures and letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence. The Audit Committee has reviewed these materials and discussed the firm’s independence with Deloitte & Touche.

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AT MICROSOFT 2 BOARD OF
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OFFICER
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MATTERS 5 INFORMATION
ABOUT THE MEETING

As provided in its charter, in addition to evaluating Deloitte & Touche’s independence, the Audit Committee assessed Deloitte & Touche’s performance as independent auditor during fiscal year ~~2015,~~2016, consistent with the approach described in “Audit Committee Annual Evaluation of the External Auditor” published by the Center for Audit Quality. The Audit Committee assessed the performance of the Deloitte & Touche lead audit engagement partner and the audit team. The Audit Committee reviewed a variety of indicators of audit quality including:

●	~~The quality and candor of Deloitte & Touche’s communications with the Audit Committee and management.~~
●	~~How effectively Deloitte & Touche maintained its independence and employed its independent judgment, objectivity, and professional skepticism.~~
●	~~The level of engagement and value provided by the Deloitte & Touche national office.~~
●	~~The depth and expertise of the global Deloitte & Touche audit team.~~
●	~~The quality of insight demonstrated in Deloitte & Touche’s review of the Company’s assessment of internal control over financial reporting and remediation of control deficiencies.~~
●	Available external data about quality and performance including reports of the Public Company Accounting Oversight Board on Deloitte & Touche and its peer firms and Deloitte & Touche’s response to those reports.
●	~~The appropriateness of Deloitte & Touche’s fees, taking into account the size and complexity of the Company and the resources necessary to perform the audit.~~
●	~~Deloitte & Touche’s tenure as our independent auditor and their knowledge of our global operations, accounting policies and practices, and internal control over financial reporting.~~

The quality and candor of Deloitte & Touche’s communications with the Audit Committee and management.

How effectively Deloitte & Touche maintained its independence and employed its independent judgment, objectivity, and professional skepticism.

2016 PROXY STATEMENT 55

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The level of engagement and value provided by the Deloitte & Touche national office.

The depth and expertise of the global Deloitte & Touche audit team.

The quality of insight demonstrated in Deloitte & Touche’s review of the Company’s assessment of internal control over financial reporting and remediation of control deficiencies.

Available external data about quality and performance including reports of the Public Company Accounting Oversight Board on Deloitte & Touche and its peer firms and Deloitte & Touche’s response to those reports.

The appropriateness of Deloitte & Touche’s fees, taking into account the size and complexity of the Company and the resources necessary to perform the audit.

Deloitte & Touche’s tenure as our independent auditor and their knowledge of our global operations, accounting policies and practices, and internal control over financial reporting.

As a result of its evaluation, the Audit Committee concluded that the selection of Deloitte & Touche as the independent registered public accounting firm for fiscal year ~~2016~~2017 is in the best interest of the Company and its shareholders. The Board recommends that shareholders ratify this selection at the Annual Meeting.

Audit Committee

Charles H. Noski (Chair)

Teri L. List-Stoll

G. Mason Morfit

Helmut Panke

Fees billed by Deloitte & Touche

~~Fees billed by Deloitte & Touche~~

This table presents fees for professional audit services rendered by Deloitte & Touche for the audit of Microsoft’s annual financial statements for the fiscal years ended June 30, ~~2015~~2016 and ~~2014,~~2015, and fees billed for other services rendered by Deloitte & Touche during those periods.

Year ended June 30 2015 2014
Audit fees $35,622,000 $28,178,000
Audit related fees 19,193,000 18,015,000
Tax fees 828,000 51,000
All other fees 169,000 27,000
Total $55,812,000 $46,271,000


Year ended June 30	2016		2015
Audit fees		$34,258,000		$35,622,000
Audit-related fees		16,735,000		19,193,000
Tax fees		621,000		828,000
All other fees		167,000		169,000
Total		$51,781,000		$55,812,000

Audit fees

These amounts represent fees of Deloitte & Touche for the audit of our annual consolidated financial statements, the review of consolidated financial statements included in our quarterly Form 10-Q reports, the audit of internal control over financial reporting, and the services that an independent auditor would customarily provide in connection with subsidiary audits, statutory requirements, regulatory filings, and similar engagements for the fiscal year, such as comfort letters, attest services, consents, and assistance with review of documents filed with the SEC. Audit fees also include advice about accounting matters that arose in connection with or as a result of the audit or the review of periodic financial statements and statutory audits that non-U.S. jurisdictions require. Audit fees ~~increased~~decreased in fiscal year 2016 mainly due to a reduction in audit procedures associated with our phone business. The change in strategy for the phone business resulted in a significant decline in phone business activity in fiscal year 2016, and the majority of phone integration activities were completed and audited in fiscal year 2015, ~~mainly due~~both of which contributed to a ~~higher~~reduction in the volume of ~~statutory audits as a result of the acquisition of Nokia Corporation’s Devices~~required audit procedures and ~~Services Business.~~associated fees in fiscal year 2016.

1 CORPORATE
GOVERNANCE
AT MICROSOFT 2 BOARD OF
DIRECTORS 3 NAMED EXECUTIVE
OFFICER
COMPENSATION 4 AUDIT
COMMITTEE
MATTERS 5 INFORMATION
ABOUT THE MEETING

Audit-related fees

Audit-related fees consist of assurance and related services that are reasonably related to the performance of the audit or review of Microsoft’s consolidated financial statements or internal control over financial reporting. This category may include fees related to the performance of audits and attest services not required by statute or regulations, audits of our employee benefit plans, due diligence related to mergers, acquisitions, and investments, additional revenue and license compliance procedures related to performance of the review or audit of Microsoft’s consolidated financial statements, third party assurance audits for cloud services, and accounting


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consultations about the application of generally accepted accounting principles to proposed transactions. Revenue assurance and license compliance includes procedures under contracts we have entered ~~into~~ that provide for review by an independent accountant, and advice about controls associated with the completeness and accuracy of our software licensing revenue. These services support the evaluation of the effectiveness of internal control over revenue recognition, and enhance the independent auditor’s understanding of our licensing programs and controls. Audit-related fees ~~increased~~decreased in fiscal year ~~2015~~2016 mainly due to ~~expanded attest services associated with our cloud platform.~~a timing shift in certain license compliance audits, which are now expected to be completed in fiscal year 2017.

Tax fees

Tax fees consist generally of the two categories of tax compliance and return preparation, and of tax planning and advice. The tax compliance and return preparation services consisted of preparing original and amended tax returns and claims for refunds. During fiscal years ~~2015~~2016 and ~~2014,~~2015, fees incurred for tax compliance and return preparation were approximately ~~$13,000~~$26,000 and ~~$18,000~~$13,000, respectively. Tax planning and advice consisted of support during income tax audits or inquiries. For fiscal year ~~2015~~2016 and ~~2014,~~2015, fees incurred for tax planning and advice were approximately $595,000 and $815,000, ~~and $33,000,~~ respectively. ~~The increase in fiscal year 2015 tax fees was primarily due to tax advisory services related to our cloud services.~~

All other fees

All other fees consist of permitted services other than those that meet the criteria above and include training activities and economic, industry, and accounting subscriptions and surveys.

The Audit Committee concluded that the provision of the non-audit services listed above is compatible with maintaining the independence of Deloitte & Touche.

~~Policy on Audit Committee pre-approval of audit and permissible non-audit services of independent auditor~~

Policy on Audit Committee pre-approval of audit and permissible non-audit services of independent auditor

The Audit Committee has a policy for pre-approval of all audit and permissible non-audit services provided by the independent auditor. Each year, the Audit Committee approves the terms on which the independent auditor is engaged for the ensuing fiscal year. At least quarterly, the Audit Committee reviews and, if appropriate, pre-approves services to be performed by the independent auditor, reviews a report summarizing fiscal year-to-date services provided by the independent auditor, and reviews an updated projection of the fiscal year’s estimated fees. The Audit Committee, as permitted by its pre-approval policy, from time to time delegates the approval of certain permitted services or classes of services to a member of the Audit Committee. The Audit Committee then reviews the delegate’s approval decisions each quarter. Microsoft uses a centralized internal system to collect requests from Company personnel for services by the independent auditor to facilitate compliance with this pre-approval policy.

1 CORPORATE
GOVERNANCE
AT MICROSOFT 2 BOARD OF
DIRECTORS 3 NAMED EXECUTIVE
OFFICER
COMPENSATION 4 AUDIT
COMMITTEE
MATTERS 5 INFORMATION
ABOUT THE MEETING

The Board of Directors recommends a vote FOR the amendment to the Articles of Incorporation.

In 2009 we amended our Amended and Restated Articles of Incorporation (the “Articles”) to provide that shareholders representing 25% of shares outstanding may call special shareholder meetings. We did this because the right to call special meetings was becoming recognized as an important element of good corporate governance at U.S. public companies. We routinely evaluate Microsoft’s governance practices to maintain strong Board accountability and shareholder rights and transparent policies that enhance investor and public trust. As a result, the Board of Directors is proposing to amend our Articles to reduce the percentage of outstanding shares required for shareholders to call a special shareholder meeting to 15%. Based on discussions with shareholders and a review of voting results on proposals relating to shareholder-initiated special meetings, the Board believes this change is broadly supported among significant institutional investors, proxy advisors, and other governance advocates. The Board believes reducing the percentage is in the best interests of our shareholders, and illustrates our commitment to governance best practices.

The Board of Directors, upon the recommendation of the Governance and Nominating Committee, has unanimously adopted resolutions approving this amendment and recommending approval of this amendment to our shareholders. If this proposal is approved by the majority vote of shareholders entitled to vote, the amendment will be effective when filed with the State of Washington.

The text of the proposed amendment to Article VIII of the Amended and Restated Articles of Incorporation is as follows (additions are underlined and deletions are struck through):

Article VIII

Special shareholder meetings

Special meetings of the shareholders of the Corporation for any purpose or purposes may be called at any time by

(a)

the Board of Directors,

(b)

a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority, as provided in a resolution of the Board of Directors or in the bylaws of the Corporation, include the power to call such meetings, or by

(c)

shareholders holdingfifteen~~twenty-five~~ percent (1525%) of the then outstanding shares of the Corporation entitled to vote, provided the request is in proper form as prescribed in the bylaws of the Corporation or as otherwise required by applicable law.

Such special meetings may not be called by any other person or persons.


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The Board of Directors recommends a vote FOR approval of the French Sub Plan under the 2001 Stock Plan.

As required under a new French law (“Loi Macron”) adopted in August 2015, we are asking our shareholders to approve the Rules of the Microsoft Corporation 2001 Stock Plan for Stock Awards Granted to Employees in France (the “French Sub Plan”), which operates under the Microsoft Corporation 2001 Stock Plan (the “2001 Stock Plan”) for the purpose of qualifying under the Loi Macron in France, so that Stock Awards and Performance Stock Awards (collectively, “Stock Awards”) that are granted under the French Sub Plan to individuals who are subject to taxation under French law may qualify for the specific tax treatment described under the Loi Macron. Any such grants will be satisfied from the existing share reserve of the 2001 Stock Plan and will have terms consistent with the existing terms of the 2001 Stock Plan. Grants under the Loi Macron currently may be subject to lower taxation on the date of sale of the shares subject to the Stock Awards by the individual and also subject to lower employer social insurance contributions.

This ~~Proxy Statement was~~Proposal would not make any changes to the 2001 Stock Plan itself, nor to increase the number of shares currently authorized for issuance under the 2001 Stock Plan. A copy of the French Sub Plan is attached as Annex B.

Approval of the French Sub Plan

The Loi Macron introduced changes to the requirements and income tax and social tax treatment of French tax-qualified restricted stock units (“French-qualified RSUs”). Pursuant to the new law, foreign companies are permitted but not required to grant French-qualified RSUs, which may provide more favorable tax and social tax treatment to the local employer subsidiary and its employees, compared to the grant of non-qualified restricted stock units. Among other requirements, under the new law French-qualified RSUs must provide for a minimum vesting period of one year from the grant date, and restrict the sale of shares for a minimum of two years from the grant date. The latter restriction can be achieved by placing a two-year vesting period from the grant date, or by imposing a holding restriction on shares obtained at vesting.

The 2001 Stock Plan already provides that the Compensation Committee has the full authority, in its sole discretion, to adopt such plans or sub-plans as may be deemed necessary or appropriate to comply with the law of other countries, and to allow for tax-preferred treatment of awards. The Compensation Committee will retain that discretionary authority whether or not the French Sub Plan is approved. However, the new French law provides that grants of French-qualified RSUs must be authorized by a shareholder meeting after August 7, 2015. We want to ensure that if we elect to grant French-qualified Stock Awards under the French Sub Plan, the awards may benefit from the specific tax and social treatment under the Loi Macron, provided its other requirements also are satisfied.

We are not proposing any revisions to the 2001 Stock Plan in order to grant French-qualified Stock Awards under the new law. We are asking shareholders to approve the French Sub Plan solely to comply with a post-August 7, 2015 shareholder authorization requirement under French tax law. In addition, we are not required to grant tax-qualified awards in France and may choose, at our discretion, to grant non-qualified Stock Awards to employees of our French subsidiaries.

Material tax consequences

If the French Sub Plan is approved by shareholders and Stock Awards otherwise satisfy the requirements of French-qualified RSUs under the Loi Macron, such grants to French-resident employees subject to the French social security regime should be subject to 15.5% social taxes (of which 5.1% are tax deductible) on the value of the shares subject to such awards at the time of vesting, in contrast to currently being subject to a combined 18% social tax rate. The vesting gain (i.e., the value of the shares issued upon vesting) continues to be subject to progressive income tax rates that employees pay upon ultimate sale of shares received under such Stock Award grants, but under the Loi Macron, such tax rates can be reduced by 50% or more if the shares are held for a specified number of years after the date of issuance. In addition, under the Loi Macron , the employing company will be subject to a 20% social insurance contribution

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upon vesting of qualified Stock Awards, in contrast to the current 30% social insurance contribution that is imposed upon grant of qualified Stock Awards under the old (pre-Macron) regime (and which currently is not refunded if the Stock Awards are forfeited before vesting). The tax consequences of participating in the French Sub Plan may vary with respect to individual situations; income tax laws, regulations and interpretations thereof change frequently. Awardees should rely upon their own tax advisors for advice concerning the specific tax consequences applicable to them, including the applicability and effect of state, local and foreign tax laws.

The Board of Directors believes that it is in the best interests of the Company and its shareholders to give the Company the discretion to grant Stock Awards under the French Sub Plan that would qualify for the income and social tax treatment authorized under the Loi Macron. If shareholders do not approve the French Sub Plan, the Company expects to continue to rely on its existing qualified French Sub-plan, and it may grant pre-Loi Macron qualified Stock Awards (or non-qualified Stock Awards) to French employees, or may make alternative incentive arrangements. In addition, nothing in this proposal alters the Company’s discretion in awarding compensation, including making any payment or granting equity awards that do not qualify for such tax treatment. The submission of this proposal to the Company’s shareholders is not a guarantee that all grants to individuals subject to taxation under French law will qualify as tax-qualified Stock Awards under the Loi Macron.

Description of the 2001 Stock Plan

As noted above, the Proposal does not make any changes to the 2001 Stock Plan itself and is limited to Loi Macron qualification for French law purposes. However, to comply with applicable law, the material terms of the 2001 Stock Plan are described below.

General – The purposes of the 2001 Stock Plan are to attract and retain the best available individuals for positions of substantial responsibility, to provide additional incentive to such individuals, and to promote the success of Microsoft’s business by aligning the financial interests of employees and consultants providing personal services to the Company or its affiliates with long-term shareholder value. Stock options, stock awards, and stock appreciation rights may be granted under the 2001 Stock Plan. Options granted under the 2001 Stock Plan may be either “incentive stock options,” as defined in Section 422 of the Internal Revenue Code (“Code”), or nonqualified stock options.

Administration – The 2001 Stock Plan is administered by the Board or the Compensation Committee of the Board (hereafter, the “Committee”). The Committee may delegate its authority to administer the 2001 Stock Plan to the extent provided in its charter or in a Board resolution.

Plan Benefits – Because benefits under the 2001 Stock Plan depend on the Committee’s actions and the fair market value of common stock at various future dates, it is not possible to determine the benefits that will be received by officers and other employees under the 2001 Stock Plan.

Eligibility – Incentive stock options may be granted only to employees of the Company or its subsidiaries. Nonqualified stock options, stock awards, and stock appreciation rights awards may be granted under the 2001 Stock Plan to employees and consultants of the Company, its affiliates and subsidiaries, as well as to persons to whom offers of employment as employees have been made. The Committee, in its discretion, will select the individuals to whom options, stock awards, and stock appreciation rights will be granted, the time or times when such awards are granted, and the number of shares subject to each grant.

Shares Subject to the 2001 Stock Plan – The total number of shares of Company common stock that may be awarded and delivered under the 2001 Stock Plan are (a) the number of shares that remained available for future awards under the Company’s 1991 Plan as of January 1, 2001, the effective date of the 2001 Stock Plan, (b) plus any shares represented by awards under the 1991 Plan that expire, are forfeited, are cancelled without delivery of shares, or otherwise result in the return of shares to the Company, (c) minus 100,000,000 shares. In addition, when any award under the 2001 Stock Plan expires or for any reason shares underlying an award are not delivered in full, the undelivered shares will become available for future awards under the 2001 Stock Plan. Notwithstanding the foregoing, any awards represented by stock options transferred under an option transfer program, such as the program conducted by the Company in the second quarter of fiscal year 2004, will be removed from the 2001 Stock Plan, and the shares underlying the transferred stock options will not be available for re-grant under the 2001 Stock Plan, regardless of whether the transferred stock options are exercised or expire unexercised. The shares that may be awarded and delivered under the 2001 Stock Plan may be authorized, but unissued, or reacquired common shares. As of September 30, 2016, the record date, 199,149,708 shares of Company common stock were issuable on the exercise or settlement of outstanding equity awards under the 2001 Stock Plan, and 159,391,443 shares of Company common stock remained issuable for future grant (subject to increase as described above).

Limitations – The 2001 Stock Plan provides that the maximum aggregate number of Company common shares underlying all awards to be granted to any person in any single fiscal year of the Company is 20,000,000 shares of common stock (5 million shares for a stock award). The aggregate number of shares underlying all nonqualified stock options and all stock appreciation rights that may be granted under the 2001 Stock Plan at exercise prices which are less than fair market value at the dates of such grants may not exceed 50,000,000 (excluding certain replacement (conversion) options granted to employees, consultants and advisors of acquired entities). These limits are increased proportionately in the event of any stock split, stock dividend or similar event.


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Terms and conditions of awards – Each award (other than a replacement (conversion) option) is to be evidenced by an award agreement between the Company and the individual awardee and is subject to the following additional terms and conditions:

Exercise price – The Committee will determine the exercise price for the shares of common stock underlying each award at the time the award is granted. The exercise price for shares under an incentive stock option may not be less than 100% of the fair market value of the common stock on the date such option is granted. The exercise price for shares subject to a nonqualified stock option or stock appreciation right may not be less than 75% of the fair market value of the common stock on the date such award is granted, except that certain replacement (conversion) options with lower exercise prices for the underlying shares may be granted, in connection with acquisitions, to employees, consultants and advisors of acquired entities. The fair market value price for a share of Company common stock underlying each award is the closing price per share on Nasdaq on the date the award is granted. No award may be repriced, replaced, regranted through cancellation, or modified without shareholder approval (except in connection with a change in the Company’s capitalization or similar event), if the effect would be to reduce the exercise price for the shares underlying such award.

Exercise of award; form of consideration – The Committee will determine when awards become exercisable. Each award is required to have a minimum vesting period of not less than three years from the date of grant, except that the following are not subject to the three year vesting restriction: (i) awards covering up to 50,000,000 shares (increased, proportionately, in the event of any stock split, stock dividend or similar event) and (ii) awards that are granted or that vest subject to performance goals or that vest in less than three years based on death, disability or retirement and awards assumed or substituted upon an acquisition.

The means of payment, if any, for shares issued upon exercise of an award will be specified in each award agreement. The 2001 Stock Plan permits payment to be made by cash, check, broker-assisted same day sales, and, in the case of certain executive officers, by delivery of other shares of Company stock they have owned for six months or more as of the exercise date. For nonqualified stock options, stock awards, and stock received upon the exercise of stock appreciation rights, the option holder or stock recipient must also pay the Company, at the time of purchase, the amount of federal, state, and local withholding taxes required to be withheld by the Company. An award under the 2001 Stock Plan may permit or require that such withholding tax obligations be paid by having the Company withhold shares of common stock having a value equal to the amount required to be withheld. Certain executives of the Company may elect to pay their withholding obligations by having shares withheld.

Performance goals – Awards may, but need not, vest or be granted subject to the satisfaction of one or more performance goals. Performance goals for awards will be determined by the Committee and will be designed to support the Company’s business strategy, and align executives’ interests with customer and shareholder interests. For awards that are intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code, performance goals will be based on one or more of the following business criteria: sales or licensing volume, revenues, customer satisfaction, expenses, organizational health/productivity, earnings (which includes similar measurements such as net profits, operating profits and net income, and which may be calculated before or after taxes, interest, depreciation, amortization or taxes), margins, cash flow, shareholder return, return on equity, assets, or investments, working capital, product shipments, product releases, brand or product recognition/acceptance, and/or stock price.

Achievement of the goals may be measured individually, alternatively, or in any combination; with respect to Microsoft, a subsidiary, division, business unit, product line, product, or any combination of the foregoing; on an absolute basis, or relative to a target, to a designated comparison group, to results in other periods, or to other external measures; and including or excluding items that could affect the measurement, such as extraordinary or unusual and nonrecurring gains or losses, litigation or claim judgments or settlements, material changes in tax laws, acquisitions, divestitures, the cumulative effect of accounting changes, asset write-downs, restructuring charges, or the results of discontinued operations.

Term of award – The term of an award may be no more than ten years from the date of grant. No award may be exercised after the expiration of its term.

Death or disability – If an awardee’s employment or consulting relationship terminates as a result of his or her death or total and permanent disability, then his or her stock awards shall become immediately vested (unless otherwise provided in the award agreement) and his or her options and/or SARs will vest to the extent of any vesting that would have occurred within the following 12 months had the employment or consulting relationship continued. Following death, an option or SAR may be exercised, to the extent vested and not expired, within the 12-month period following the awardee’s death by his or her estate or by the person who acquires the exercise right by bequest or inheritance. Following total and permanent disability, an option or SAR may be exercised, to the extent vested and not expired, within the 18-month period following the date on which the awardee ceased performing services. The foregoing applies to replacement (conversion) options only to the extent provided in the award agreements for such options.

Nontransferability of awards. Unless otherwise determined by the Committee, awards granted under the 2001 Stock Plan are not transferable other than by will or the laws of descent and distribution and may be exercised during the awardee’s lifetime only by the awardee.

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Other provisions – An award agreement may contain other terms and provisions consistent with the 2001 Stock Plan, as may be determined by the Committee.

Stock awards – Stock awards may be granted alone, in addition to, or in tandem with other awards under the 2001 Stock Plan. Unless the Committee determines otherwise, the award agreement will provide that any non-vested stock underlying the stock award is forfeited back to the Company upon the awardee’s termination of employment or consulting relationship for any reason. If the unvested shares were purchased under a stock award, at the termination of employment or consulting relationship the shares will be immediately resold to the Company at the original purchase price.

Stock appreciation rights – Stock appreciation rights (“SARs”) may be granted alone (“Stand-Alone SARs”), in addition to, or in tandem (“Tandem SARs”) with a stock option under the 2001 Stock Plan. Upon exercise of a Stand-Alone SAR, the awardee will be entitled to receive the excess of the fair market value on the exercise date of the Company common shares underlying the SAR over the aggregate base price applicable to such shares; provided that the base price per share may not be less than the fair market value of such shares on the grant date. An awardee granted a Tandem SAR will be required to elect between exercising the underlying option and surrendering the option in exchange for a distribution from the Company equal to the excess of the fair market value on the surrender date of the shares that were vested under the surrendered option over the aggregate exercise price payable for such shares. Any such surrender must be first ~~mailed~~approved by the Committee. Distributions to the awardee may be made in common stock, in cash, or in a combination of stock and cash, as determined by the Committee.

Adjustments to shares subject to the plan – If any change is made to the Company’s common shares by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding shares as a class without the Company’s receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the number and/or class of securities and/or the price per share covered by outstanding awards under the Plan, (iii) the maximum annual award, (iv) the limit on nonqualified stock options and SARs with an exercise price of less than fair market value on the grant date, and (v) the limit on awards with a vesting period of less than three years. Such adjustments also may be made in the event of any distribution of assets to shareholders onother than a normal cash dividend. In determining adjustments to be made under these provisions, the Board may take into account such factors as it deems appropriate. Any such adjustments to outstanding awards will be effected in a manner that precludes the enlargement of rights and benefits under such awards.

In the event of a liquidation or ~~about October 19, 2015. It is furnished~~dissolution of the Company, any unexercised awards will terminate immediately prior to the proposed action unless otherwise determined by the Board. In the event of the sale of substantially all assets of the Company or a merger with or into another corporation In the event of the sale of substantially all assets of the Company or a merger with or into another corporation, each award shall be assumed or an equivalent award shall be substituted by the successor corporation or a parent or subsidiary of the successor corporation or, if not assumed, shall be fully vested.

Amendment and Termination of the 2001 Stock Plan – The Board may amend, alter, suspend, or terminate the 2001 Stock Plan, or any part thereof, at any time and for any reason. However, the Company shall obtain shareholder approval or ratification for any increase in the number of shares subject to the Plan (other than in connection with the ~~solicitation~~adjustment provisions of ~~proxies~~the Plan), and for any award repricing, replacement, re-grant through cancellation, repurchase for cash or other consideration, or modification, in each case that reduces the exercise price for shares under the award. No such action by the Board or shareholders may affect any award previously granted under the 2001 Stock Plan without the written agreement of the awardee; provided that the consent of an awardee is not necessary for a modification or amendment of the award, or the acceleration or deferral of the award’s vesting or exercise, that in the reasonable judgment of the Board confers a benefit on the awardee or is made in connection with the 2001 Stock Plan’s provisions for adjustment of shares in the event of changes to the shares underlying the award or the distribution of assets to shareholders other than under a normal cash dividend. The 2001 Stock Plan remains in effect until terminated by action of the Board or operation of law.

Federal income tax consequences relating to the 2001 Stock Plan, as amended and restated

The U.S. federal income tax consequences to the Company and its employees of awards under the 2001 Stock Plan are complex and subject to change. The following discussion is only a summary of the general rules applicable to the 2001 Stock Plan.

Recipients of awards under the 2001 Stock Plan should consult their own tax advisors since a taxpayer’s particular situation may be such that some variation of the rules described below will apply.

As discussed above, several different types of instruments may be issued under the Stock Plan. The tax consequences related to the issuance of each is discussed separately below.

Options. As noted above, options granted under the 2001 Stock Plan may be either incentive stock options or nonqualified stock options. Incentive stock options are options which are designated as such by the Company and which meet certain requirements under


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Section 422 of the Code and the regulations thereunder. Any option that does not satisfy these requirements will be treated as a nonqualified stock option.

Incentive stock options – If an option granted under the 2001 Stock Plan is treated as an incentive stock option, the optionee will not recognize any income upon either the grant or the exercise of the option, and the Company will not be allowed a deduction for federal tax purposes. Upon a sale of the shares, the tax treatment to the optionee and the Company will depend primarily upon whether the optionee has met certain holding period requirements at the time he or she sells the shares. In addition, as discussed below, the exercise of an incentive stock option may subject the optionee to alternative minimum tax liability.

If an optionee exercises an incentive stock option and does not dispose of the shares received within two years after the date such option was granted or within one year after the transfer of the shares to him or her, any gain realized upon the disposition will be characterized as long-term capital gain and, in such case, the Company will not be entitled to a federal tax deduction.

If the optionee disposes of the shares either within two years after the date the option is granted or within one year after the transfer of the shares to him or her, such disposition will be treated as a disqualifying disposition and an amount equal to the lesser of (1) the fair market value of the shares on the date of exercise minus the exercise price, or (2) the amount realized on the disposition minus the exercise price, will be taxed as ordinary income to the optionee in the taxable year in which the disposition occurs. (However, in the case of gifts, sales to related parties, and certain other transactions, the full difference between the fair market value of the stock and the purchase price will be treated as compensation income.) The excess, if any, of the amount realized upon disposition over the fair market value at the time of the exercise of the option will be treated as long-term capital gain if the shares have been held for more than one year following the exercise of the option. In the event of a disqualifying disposition, the Company may withhold income taxes from the optionee��s compensation with respect to the ordinary income realized by the optionee as a result of the disqualifying disposition.

The exercise of an incentive stock option may subject an optionee to alternative minimum tax liability. The excess of the fair market value of the shares at the time an incentive stock option is exercised over the purchase price of the shares is included in income for purposes of the alternative minimum tax even though it is not included in taxable income for purposes of determining the regular tax liability of an employee. Consequently, an optionee may be obligated to pay alternative minimum tax in the year he or she exercises an incentive stock option.

In general, there will be no federal income tax deductions allowed to the Company upon the grant, exercise, or termination of an incentive stock option. However, if an optionee sells or otherwise disposes of stock received on the exercise of an incentive stock option in a disqualifying disposition, the Company will be entitled to a deduction for federal income tax purposes in an amount equal to the ordinary income, if any, recognized by the optionee upon disposition of the shares, provided that the deduction is not otherwise disallowed under the Code.

Nonqualified stock options – Nonqualified stock options granted under the 2001 Stock Plan do not qualify as “incentive stock options” and will not qualify for any special tax benefits to the optionee. An optionee generally will not recognize any taxable income at the time he or she is granted a nonqualified option. However, upon its exercise, the optionee will recognize ordinary income for federal tax purposes measured by the excess of the then fair market value of the shares over the exercise price. The income realized by the optionee will be subject to income and other employee withholding taxes.

The optionee’s basis for determination of gain or loss upon the subsequent disposition of shares acquired upon the exercise of a nonqualified stock option will be the amount paid for such shares plus any ordinary income recognized as a result of the exercise of such option. Upon disposition of any shares acquired pursuant to the exercise of a nonqualified stock option, the difference between the sale price and the optionee’s basis in the shares will be treated as a capital gain or loss and generally will be characterized as long-term capital gain or loss if the shares have been held for more than one year at their disposition.

In general, there will be no federal income tax deduction allowed to the Company upon the grant or termination of a nonqualified stock option or a sale or disposition of the shares acquired upon the exercise of a nonqualified stock option. However, upon the exercise of a nonqualified stock option, the Company will be entitled to a deduction for federal income tax purposes equal to the amount of ordinary income that an optionee is required to recognize as a result of the exercise, provided that the deduction is not otherwise disallowed under the Code.

Stock awards – Generally, the recipient of a stock award will recognize ordinary compensation income at the time the Company’s common stock associated with the stock award is received in an amount equal to the excess, if any, of the fair market value of the stock received over any amount paid by the recipient in exchange for the stock. If, however, the stock is non-vested (i.e., if the employee is required to work for a period of time in order to have the right to sell the stock) when it is received under the 2001 Stock Plan and the recipient had not elected otherwise, the recipient generally will not recognize income until the stock becomes vested, at which time the recipient will recognize ordinary compensation income equal to the excess, if any, of the fair market value of the stock on the date it

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becomes vested over any amount paid by the recipient in exchange for the stock. The income realized by the recipient will generally be subject to U.S. income and employment taxes.

In the case of stock awards that take the form of the Company’s unfunded and unsecured promise to issue common stock at a future date, the grant of this type of stock award is not a taxable event to the recipient because it constitutes an unfunded and unsecured promise to issue shares of Company common stock at a future date. Once this type of stock award vests and the recipient receives the Company common shares, the tax rules discussed in the previous paragraph will apply to receipt of such shares.

The recipient’s basis for determination of gain or loss upon the subsequent disposition of shares acquired as stock awards will be the amount paid for such shares plus any ordinary income recognized either when the stock is received or when the stock becomes vested, as applicable. Upon the disposition of any stock received as a stock award under the 2001 Stock Plan, the difference between the sale price and the recipient’s basis in the shares will be treated as a capital gain or loss and generally will be characterized as long-term capital gain or loss if, at the time of disposition, the shares have been held for more than one year since the recipient recognized compensation income with respect to such shares.

If a recipient of a stock award receives the cash equivalent of Company common stock (in lieu of actually receiving Company common stock), the recipient will recognize ordinary compensation income at the time of the receipt of such cash in the amount of the cash received.

In the year that the recipient of a stock award recognizes ordinary taxable income in respect of such award, the Company will be entitled to a deduction for federal income tax purposes equal to the amount of ordinary income that the recipient is required to recognize, provided that the deduction is not otherwise disallowed under the Code.

Stock appreciation rights – As discussed above, the Company may grant either Stand-Alone SARs or Tandem SARs under the 2001 Stock Plan. Generally, the recipient of a Stand-Alone SAR will not recognize any taxable income at the time the Stand-Alone SAR is granted.

With respect to Stand-Alone SARs, if the employee receives the appreciation inherent in the SARs in cash, the cash will be taxable as ordinary compensation income to the employee at the time that it is received. If the employee receives the appreciation inherent in the Stand-Alone SARs in stock, the employee will recognize ordinary compensation income equal to the excess of the fair market value of the stock on the day it is received over any amounts paid by the employee for the stock.

With respect to Tandem SARs, if a holder elects to surrender the underlying option in exchange for cash or stock equal to the appreciation inherent in the underlying option, the tax consequences to the employee will be the same as discussed above relating to Stand-Alone SARs. If the employee elects to exercise the underlying option, the holder will be taxed at the time of exercise as if he or she had exercised a nonqualified stock option (discussed above), i.e., the employee will recognize ordinary income for federal tax purposes measured by the excess of the then fair market value of the shares over the exercise price.

In general, there will be no federal income tax deduction allowed to the Company upon the grant or termination of Stand-Alone SARs or Tandem SARs. However, upon the exercise of either a Stand-Alone SAR or a Tandem SAR, the Company will be entitled to a deduction for federal income tax purposes equal to the amount of ordinary income that the employee is required to recognize as a result of the exercise, provided that the deduction is not otherwise disallowed under the Code.

Additional medicare tax – Recipients of awards will be subject to a 3.8% tax on the lesser of (1) their “net investment income” for the relevant taxable year and (2) the excess of their modified adjusted gross income for the taxable year over a certain threshold (between $125,000 and $250,000, depending on the award recipient’s circumstances). An award recipient’s net investment income generally includes net gains from the disposition of shares. Recipients are urged to consult their tax advisors regarding the applicability of this Medicare tax to their income and gains in respect of their investment in shares of Company stock.

Section 409A – If an award is subject to Section 409A of the Code, but does not comply with the requirements of Section 409A of the Code, the taxable events as described above could apply earlier than described, and could result in the imposition of additional taxes and penalties. Recipients of awards are urged to consult with their tax advisors regarding the applicability of Section 409A of the Code to their awards.


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6. Shareholder proposals

The Board of Directors recommends a vote AGAINST approval of shareholder proposal No. 1

Shareholder Proxy Access Enhancement

RESOLVED: Shareholders of Microsoft ~~Corporation~~(the “Company”) ask the board of directors (the “Board”) to adopt, and present for shareholder approval, an enhancement package of its Proxy Access for Director Nominations bylaw, withessential elementsforsubstantial implementationas follows:

The number of shareholder-nominated candidates eligible to appear in proxy materials should not exceedone quarter of the directors then serving or two, whichever is greater.Expansion of the current number of director positions could substantially dilute the influence of shareholders under the Company’s current proxy access provisions.

No limitation on the number of shareholders that can aggregate their shares to achieve the 3% “Required Shares,”outstanding shares of the Company entitled to vote in the election of directors. Under current provisions, even if the 20 largest public pension funds were able to aggregate their shares, they would not meet the 3% criteria at most of the companies examined by the Council of Institutional Investors.

No limitation on the re-nomination of shareholder nominees based on the number or percentage of votes received in any election.Such limitations do not facilitate the shareholders’ traditional state law rights and add unnecessary complexity.

To the extent possible, the Board should defer decisions about the suitability of shareholder nominees to the vote of shareholders.

SUPPORTING STATEMENT: The SEC’s universal proxy access Rule 14a-11 (https://www.sec.gov/rules/final/2010/33-9136.pdf) was vacated after a court decision regarding the SEC’s cost-benefit analysis. Therefore, proxy access rights must be established on a company-by-company basis.

Subsequently,Proxy Access in the United States: Revisiting the Proposed SEC Rule(http://www.cfapubs.org/doi/pdf/10.2469/ccb.v2014.n9.1) a cost-benefit analysis by CFA Institute, found proxy access would “benefit both the markets and corporate boardrooms, with little cost or disruption,” raising US market capitalization by up to $140.3 billion.Public Versus Private Provision of Governance:The Case of Proxy Access(http://ssrn.com/abstract=2635695) found a 0.5 percent average increase in shareholder value for proxy access targeted firms. Proxy Access:Best Practices(http://www.cii.org/files/publications/misc/08_05_15_Best%20Practices%20-%20Proxy%20Access.pdf) by the Council of Institutional Investors, “highlights the most troublesome provisions” in recently implemented access bylaw or charter amendments.

Although the Company’s board adopted a proxy access bylaw, it contains troublesome provisions that significantly impair the ability of shareholders to use it, rendering it largely unworkable. Adoption of the requested enhancement in this proposal would largely remedy that situation.

Increase shareholder value

Vote for Shareholder Proxy Access Enhancement – Shareholder Proposal No. 1

The Board recommends that shareholder vote AGAINST this proposal for the following reasons:

COMPANY STATEMENT IN OPPOSITION

Microsoft has long supported progressive corporate governance practices. For example, we were among the very first companies to implement majority voting for directors. Similarly, in August 2015 we adopted a bylaw establishing a detailed proxy access framework for director nominations by shareholders. It provides robust rights to shareholders through an effective and workable proxy access regime. As a result, adoption of this Proposal is unnecessary.

2016 PROXY STATEMENT 65

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Our proxy access framework, the result of extensive discussions with our shareholders including the Proponent, strikes the right balance between promoting shareholder nomination rights and protecting the interests of all our shareholders.

The framework we adopted is within the mainstream of other significant U.S. public companies with proxy access rights. Specifically, our Bylaws permit a shareholder, or a group of up to twenty shareholders, owning at least three percent of Microsoft’s outstanding shares of common stock continuously for at least three years, to nominate and include in our annual meeting proxy materials director nominees constituting twenty percent of the Board (but no fewer than two nominees), subject to the other procedural requirements specified in our Bylaws, which are available athttp://aka.ms/policiesandguidelines.

The potential adoption of proxy access was a prominent part of our 2015 shareholder outreach discussions. We received a range of feedback from shareholders and governance experts and advisors on whether to adopt proxy access, and if so what terms we should incorporate. Some opposed proxy access in any form; others supported the terms we were considering; still others advocated for more expansive terms. After carefully considering the range of viewpoints and taking into account feedback from many of our shareholders, our Board adopted a regime that it believed struck the appropriate balance between providing a workable process that can be used if ever needed and that reinforces our Board’s accountability, while mitigating the possibility of proxy access being used by shareholders pursuing objectives that are not broadly supported by other shareholders or otherwise misusing proxy access. Those terms were in some cases more favorable than prevailing practices among other significant U.S. companies that had adopted proxy access, for example by providing as a threshold that proxy access would be available for at least two nominees, even if more than twenty percent of the full Board.

The Board continually reviews our corporate governance policies and practices and remains open to making adjustments in response to evolving practices or our own experience. In September 2016, reflecting what was learned from ongoing developments in how proxy access has been adopted at other companies, we refined our proxy access bylaw to (1) reduce from 25% to 15% the level of voting support needed to re-nominate a proxy access candidate in one of the following two years; (2) clarify when groups of funds count as a single shareholder for purposes of meeting the 3% ownership threshold; (3) count loaned shares recallable within five business days (increased from three days) as being owned for purposes of satisfying the 3% ownership threshold, and eliminate the requirement that loaned shares be recalled at the time a nominating shareholder provides notice to the Company; and (4) clarify certain indemnification provisions. Likewise, reflecting our on-going shareholder engagement and evaluation of governance practices, at this annual meeting we are submitting for shareholder approval an amendment to our Articles of Incorporation to lower the threshold for shareholders to call special meetings from 25% to 15%.

The Proponent submitted a proxy access shareholder proposal in 2015. After we adopted proxy access, he withdrew his proposal for a proxy access regime similar to this year’s Proposal. As described below, the changes advocated by the Proposal are not necessary for the proper functioning of proxy access.

We have provided an effective and workable proxy access framework. The requested changes are unnecessary and potentially disruptive.

Our bylaw permits eligible shareholders to nominate the greater of two nominees or 20% of the current board seats. This fully accomplishes the main objective of proxy access of providing meaningful representation on a board for qualified individuals endorsed by a majority of shareholders. We believe that raising the potential level of representation to 25% of the board could have unintended effects that could be destructive of shareholder value, including promoting the use of proxy access to lay the groundwork for effecting a change in control, encouraging the pursuit of special interests at the expense of a holistic, long-term strategic view, or otherwise disrupting the effective functioning of the Board.

Our bylaw permits groups of up to twenty shareholders to aggregate their shares to reach the required 3% ownership threshold (with a group of investment funds under common management and investment control counting as a single shareholder). We question whether allowing a larger number of shareholders to aggregate their shares is workable for the nominating shareholder group, given the broad solicitation that would be required and the practical difficulties of coordinating a larger number of shareholders. With our current ownership structure, it is possible to assemble a group of 20 shareholders that owns at least 3% of our shares and that does not include any of our largest 50 institutional shareholders (assuming each holder has owned its shares for three years). A 20-shareholder limit is widely embraced by companies adopting proxy access, and widely endorsed among institutional shareholders’ voting policies.

Our bylaw, as amended in September 2016, provides that a candidate who does not receive more than 15% of shares voted may not be nominated as a proxy access candidate for the following two years. This is designed solely to prevent shareholders from abusing the proxy access process, putting the Company and other shareholders to the expense and effort of responding to proxy access, after that process has already been used once with a particular candidate whom shareholders as a whole did not meaningfully support.

Our bylaw has only limited – and necessary – criteria for the suitability of proxy access candidates. These include independence, not being an officer or director of a competitor, and not being named or convicted in a criminal proceeding. As a result, we have in fact implemented the Proponent’s request so that decisions about the suitability of a proxy access nominee are decided by the vote of shareholders.


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We have a strong corporate governance structure and record of accountability.

The Company’s corporate governance structure reflects our commitment to strong and effective governance practices and a willingness to be ~~voted at~~responsive and accountable to shareholders. We regularly assess our corporate governance policies to take into account evolving best practices and to address shareholder feedback. Our goals are to align the interests of shareholders, directors, and management; ensure accountability; encourage robust engagement with our key stakeholders; and provide our shareholders with a meaningful voice in both the nomination and the election of directors. Some of our governance policies and practices that support these goals are:

Annual ~~Meeting~~elections of all incumbent directors.

Majority voting in uncontested director elections.

The Board comprises a substantial majority of independent directors, and all standing committees of the Board comprise only independent directors.

The roles of board chairman and chief executive officer have been separate since 2000.

We have an independent chairman with significant responsibilities, including

Setting the agenda for Board meetings in consultation with the CEO and corporate secretary

Chairing executive sessions of the independent directors

Engaging with shareholders

Shareholders representing 15% or more of outstanding shares (if shareholders approve Proposal 4 to amend our Articles of Incorporation) can call a special shareholders meeting.

Our shareholders are able to

Recommend director candidates to our Governance and Nominating Committee, which considers such recommendations in the same manner as recommendations received from other sources

Directly nominate director candidates and solicit proxies for the election of those candidates in accordance with our Bylaws and the federal securities laws

Communicate directly with members of our Board, the Chairman, any Board committee or our independent directors as a group

Our Board also has shown an ongoing commitment to Board refreshment and to having highly qualified, independent voices in the boardroom. Through our robust director nomination and evaluation process, seven of the Company’s independent directors have been added to the Board since 2012.

Given the Board’s continuing commitment to engaging with our shareholders and ensuring effective corporate governance, as evidenced by our early adoption of a proxy access bylaw and further shareholder-favorable amendments made this year, and by the other actions described above and elsewhere in this proxy statement, the Board believes that changing our proxy access framework as outlined by the Proposal is unnecessary and could be detrimental to shareholder value.

2016 PROXY STATEMENT 67

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The Board of Directors recommends a vote AGAINST approval of shareholder proposal No. 2

Shareholder Proposal No. 2

RESOLVED: “The board shall not take any action whose primary purpose is to prevent the effectiveness of shareholder vote without a compelling justification for such action.”

SUPPORTING STATEMENT: Almost thirty years ago, the Delaware Chancery Court ruled that actions that have an adverse impact on the right of shareholders to vote are presumptively invalid.

In Aprahamian v. HBO & Co.,531 A.2d 1204, (Del. Ch. 1987), the Court said this:

The corporate election process, if it is to have any validity, must be conducted with scrupulous fairness and without any advantage being conferred or denied to any candidate or slate of candidates. In the interests of corporate democracy, those in charge of the election machinery of a corporation must be held to the highest standards in providing for and conducting corporate elections.

Just one year later, inBlasius Industries, Inc. v. Atlas Corp.,564 A.2d 651 (Del. Ch., 1988), the Chancery Court made it clear that a board cannot rely solely on its business judgment if takes an action for the ~~purposes set forth~~primary purpose of preventing the effectiveness of a shareholder vote. Rather, the board must have a compelling justification. The Court explained:

The shareholder franchise is the ideological underpinning upon which the legitimacy of directorial power rests....Action designed principally to interfere with the effectiveness of a vote inevitably involves a conflict between the board and a shareholder majority....[I]n such a case, the board bears the heavy burden of demonstrating a compelling justification for such action.

Unfortunately, some boards of directors still do things that undermine the shareholder franchise. For example, many boards have adopted complex advance notice bylaws that require a shareholder seeking to nominate directors or present proposals to fill out long forms and provide proprietary information to the board. That deters shareholders from exercising their voting rights and has led to costly litigation. Moreover, such requirements have nothing to do with the legitimate purpose of an advance notice bylaw which is simply to allow a company to fully inform shareholders who cannot attend the meeting about all matters that will be presented for a vote.

In effect, this proposal allows shareholders to formally endorse the same basic principle of shareholder democracy that our nation’s most respected business court already enforces. If this proposal is approved, we believe the board will be more respectful of the shareholder franchise and cautious about taking any action that adversely impacts it.

The Board recommends that shareholder vote AGAINST this proposal for the following reasons:

COMPANY STATEMENT IN OPPOSITION

The Board is committed to fulfilling its fiduciary duties to our shareholders, and supports the objective behind this Proposal to ensure that shareholders have effective means of exercising all voting rights provided by our governing documents and applicable law. Indeed, our shareholders have robust rights relating to the voting franchise.

Our Articles of Incorporation and Bylaws contain no supermajority voting provisions.

Our directors are elected annually by majority vote.

Shareholders may submit director candidates for election in our proxy statement through our proxy access bylaw.

Shareholders may recommend director candidates to our Governance and Nominating Committee, which considers those recommendations in the ~~accompanying Notice~~same manner as recommendations received from other sources to nominate directors for the Board’s consideration.

Shareholders may directly nominate director candidates and solicit proxies for the election of those candidates in accordance with our Bylaws and federal securities laws.


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Shareholders may vote online during our Annual ~~Meeting.~~Shareholders Meeting through our virtual annual meeting presented concurrently with the live meeting.

However, we believe the Proposal itself is unworkable because, instead of recommending a specific action, it seeks to prohibit the Company from taking an unspecified universe of actions. The ~~Annual Meeting~~Proposal is so vague we would have difficulty knowing what actions it seeks to prohibit. Further, we believe the Proposal provides insufficient guidance to allow shareholders voting for it, or the Company in implementing it, to determine what conduct would fall within its scope. Although the supporting statement refers to the Company’s advance-notice bylaw, it does not request the Board take any action with respect to that bylaw or any of its Bylaws, Articles of Incorporation, or other specific governance policy or practice.

A wide range of routine corporate actions could be viewed as potentially adversely impacting the “effectiveness of shareholder vote,” and therefore potentially be subject to the judicially developed “primary purpose” and “compelling justification” tests. These could include establishing the voting record date for the annual meeting of shareholders, selecting the date, time, and place of the annual meeting, determining whether telephonic or electronic submission of proxies will be ~~held~~available for shareholders, establishing admission procedures for a shareholder meeting, and determining when to close the polls for voting at ~~8:00 a.m. Pacific Time on December 2, 2015 at Meydenbauer Center, 11100 NE 6th Street, Bellevue, Washington 98004.~~ a shareholder meeting. Because the Delaware court decisions referred to in the Proposal are applied only in narrow circumstances and involve fact-specific determinations, we would have no certainty whether or under what circumstances any of these actions would actually be within the scope of the Proposal, or whether our shareholders would reach the same conclusion as to the scope of the Proposal.

Because the Proposal fails to identify any specific action to be taken or defect in the Company’s shareholder voting rights that should be remedied, and because we believe the Proposal would be impracticable to implement it if passed, the Board recommends a vote against the Proposal.

2016 PROXY STATEMENT 69

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7. Information about the meeting

Date:

November 30, 2016

This Proxy Statement was first mailed to shareholders on or about October 18, 2016. It is furnished in connection with the solicitation of proxies by the Board of Directors of Microsoft Corporation to be voted at the Annual Meeting for the purposes set forth in the accompanying Notice of Annual Meeting.

Shareholders who execute proxies retain the right to revoke them at any time before the shares are voted by proxy at the meeting. A shareholder may revoke a proxy by delivering a signed statement to our Corporate Secretary at or prior to the Annual Meeting or by timely executing and delivering, by Internet, telephone, mail, or in person at the Annual Meeting, another proxy dated as of a later date.

~~Internet availability of proxy materials~~ Time:

8:00 a.m. Pacific Time

Place:

Meydenbauer Center

11100 NE 6th Street

Bellevue, Washington 98004

Proxy materials are available on the Internet

We are furnishing proxy materials to our shareholders primarily via the Internet, instead of mailing printed copies of those materials to each shareholder. By doing so, we save costs and reduce the environmental impact of our Annual Meeting. On October ~~19, 2015,~~18, 2016, we mailed a Notice of Internet Availability of Proxy Materials to certain of our shareholders. The Notice contains instructions about how to access our proxy materials and vote online or vote by telephone. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you previously chose to receive our proxy materials electronically, you will continue to receive access to these materials via email unless you elect otherwise.

~~Proof of ownership required for attending meeting in person~~

Proof of ownership required for attending meeting in person

You are entitled to attend the Annual Meeting only if you are a shareholder as of the close of business on ~~October 2, 2015,~~September 30, 2016, the record date, or hold a valid proxy for the meeting. In order to be admitted to the Annual Meeting, you must present proof of ownership of Microsoft stock on the record date. This can be:

●
a~~brokerage statement or letter from a bank or broker indicating ownership on October 2, 2015,~~
●
~~the Notice of Internet Availability of Proxy Materials,~~
●
~~a printout of the proxy distribution email (if you received your materials electronically),~~
●
~~a proxy card,~~
●
~~a voting instruction form, or~~
●
a~~legal proxy provided by your broker, bank or nominee.~~

a brokerage statement or letter from a bank or broker indicating ownership on September 30, 2016,

the Notice of Internet Availability of Proxy Materials,

a printout of the proxy distribution email (if you received your materials electronically),

a proxy card,

a voting instruction form, or

a legal proxy provided by your broker, bank or nominee.

Any holder of a proxy from a shareholder must present the proxy card, properly executed, and a copy of the proof of ownership. Shareholders and proxy holders must also present a form of photo identification such as a driver’s license. We will be unable to admit anyone who does not present identification or refuses to comply with our security procedures.

~~Participation in electronic meeting~~

Participating in electronic meeting

You may also attend this year’s Annual Meeting via the Internet. The accompanying proxy materials include instructions on how to participate in the meeting and ~~the means by which~~how you may vote your shares of Company ~~stock.~~stock if you participate electronically. To submit your questions during the Annual Meeting, please log on towww.microsoft.onlineshareholdermeeting.com. You will need to enter the12-digit control number received with your Proxy or Notice of Internet Availability of Proxy Materials to enter the meeting.

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Soliciting proxies

The Board of Directors is soliciting the proxy accompanying this Proxy Statement. Proxies may be solicited by officers, directors, and employees of Microsoft, none of whom will receive any additional compensation for their services. D.F. King & Co., Inc. may solicit proxies at a cost we anticipate will not exceed $15,000. These solicitations may be made personally or by mail, facsimile, telephone, messenger, email, or the Internet. Microsoft will pay persons holding shares of common stock in their names or in the names of nominees, but not owning such shares beneficially, such as brokerage houses, banks, and other fiduciaries, for the expense of forwarding solicitation materials to their principals. Microsoft will pay all proxy solicitation costs.

Shareholders of record at the close of business on ~~October 2, 2015~~September 30, 2016 will be entitled to vote at the meeting on the basis of one vote for each share held. On ~~October 2, 2015,~~September 30, 2016, there were ~~7,986,669,912~~7,784,060,262 shares of common stock outstanding, held of record by ~~107,574~~106,098 shareholders.

~~Householding~~

Householding

To reduce costs and reduce the environmental impact of our Annual Meeting, a single ~~proxy statement~~Proxy Statement and ~~annual report,~~Annual Report, along with individual proxy cards or individual Notices of Internet Availability, will be delivered in one envelope to certain shareholders having the same last name and address and to individuals with more than one account registered at our transfer agent with the same address, unless contrary instructions have been received from an affected shareholder. Shareholders participating in householding will continue to receive separate proxy cards. If you are a registered shareholder and would like to enroll in this service or receive individual copies of this year’s and/or future proxy materials, please contact our transfer agent, American Stock Transfer & Trust Company, LLC, by mail at P.O. Box 2362, New York, NY 10272-2362, by phone at (800) 285-7772, option 1, or by email atmsft@amstock.com. If you are a beneficial shareholder, you may contact the broker or bank where you hold the account.

Election of directors

~~Election of directors~~

Eleven directors are to be elected at the Annual Meeting to hold office until the next Annual Meeting, and until their respective successors are elected and qualified. If, for any reason, the directors are not elected at an Annual Meeting, they may be elected at a special meeting of shareholders called for that purpose in the manner provided by our Bylaws. The accompanying proxy will be voted in favor of the nominees presented in Part 2 – “Board of Directors – Our director nominees” to serve as directors unless the shareholder indicates to the contrary on the proxy. All the nominees ~~except Mmes. Peterson and Warrior~~ are current directors.

The Board of Directors expects that each of the nominees will be available for election, but if any of them is unable to serve at the time the election occurs, the proxy will be voted for the election of another nominee designated by our Board.

~~Voting procedures~~

Voting procedures

Tabulation of votes

Our independent election inspector, Broadridge Financial Services, will tabulate votes cast by proxy or in person at the meeting. We expect to publish the final vote tabulation on our website,www.microsoft.com/investor/votingresults, within one business day after the Annual Meeting. We will also report the results in a Form 8-K filed with the SEC within four business days of the Annual Meeting.

~~2015 Proxy Statement~~ 59

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Majority vote standard for election of directors

In an uncontested election, each director will be elected by a vote of the majority of the votes cast. A majority of votes cast means the number of shares cast “for” a director’s election exceeds the number of votes cast “against” that director. We will not treat as cast any share (a) whose ballot is marked as withheld, (b) that is otherwise present at the meeting but for which there is an abstention, or (c) that is otherwise present at the meeting as to which a shareholder gives no authority or direction. In a contested election, the directors will be elected by a plurality of the votes cast, meaning the directors receiving the largest number of “for” votes will be elected.

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A contested election is one in which:

●	~~as of the last day for giving notice of a shareholder nominee, a shareholder has nominated a candidate for director according to the requirements of our Bylaws, and~~
●	as~~of the date that notice of the meeting is given, the Board of Directors considers that a shareholder candidacy has created a bona fide election contest.~~

as of the last day for giving notice of a shareholder nominee, a shareholder has nominated a candidate for director according to the requirements of our Bylaws, and

as of the date that notice of the meeting is given, the Board of Directors considers that a shareholder candidacy has created a bona fide election contest.

In an uncontested election, a nominee who does not receive a majority vote will not be elected. Except as explained in the next paragraph, an incumbent director who is not elected because he or she does not receive a majority vote will continue to serve as a holdover director until the earliest of: (a) 90 days after the date on which the election inspector determines the voting results as to that director, (b) the date on which the Board of Directors appoints an individual to fill the office held by that director, or (c) the date of that director’s resignation.

The Board of Directors may fill any vacancy resulting from the non-election of a director as provided in our Bylaws. The Governance and Nominating Committee will consider promptly whether to fill the office of a nominee who fails to receive a majority vote and make a recommendation to our Board about filling the office.

The Board of Directors will act on the Governance and Nominating Committee’s recommendation and within 90 days after certification of the shareholder vote will disclose publicly its decision.

Additional details about this process are specified in our Bylaws, which are available on our website atwww.microsoft.com/bylaws.

Vote required; effect of abstentions and broker non-votes

The shares of a shareholder whose ballot on any or all proposals is marked as “abstain” will be included in the number of shares present at the Annual Meeting to determine whether a quorum is present. If you are the beneficial owner of shares held by a broker or other custodian, you may instruct your broker how to vote your shares through the voting instruction form included with this Proxy Statement. If you wish to vote the shares you own beneficially at the meeting, you must first request and obtain a “legal proxy” from your broker or other custodian. If you choose not to provide instructions or a legal proxy, your shares are referred to as “uninstructed shares.” Whether your broker or custodian has the discretion to vote these shares on your behalf depends on the ballot item. The following table summarizes the votes required for passage of each proposal and the effect of abstentions and uninstructed shares held by brokers.

Brokers and custodians can no longer vote uninstructed shares on your behalf in director elections. For your vote to be counted, you must submit your voting instruction form to your broker or custodian.

~~Proposal~~ ~~number~~
Proposal number	Item	Votes required for approval	Abstentions	~~Uninstructed shares~~
1	Uninstructed shares
1	Election of directors	Majority of shares cast	Not voted	Not voted
2	Advisory vote on executive compensation(“say-on-pay”)	Majority of shares cast	Not voted	Not voted
3	Ratification of independent auditor	Majority of shares cast	Not voted	Discretionary vote
4.	Amendment to Articles of Incorporation	Majority of shares entitled to vote	Counted as “against”	Counted as “against”
5.	Approval of French Sub Plan under our 2001 Stock Plan	Majority of shares cast	Not voted	Not voted
6.	Shareholder Proposal 1: Requesting certain proxy access bylaw amendments	Majority of shares cast	Not voted	Not voted
7.	Shareholder Proposal 2: Restricting actions that impair the effectiveness of shareholder votes	Majority of shares cast	Not voted	Not voted

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Vote confidentiality

We maintain the confidentiality of the votes of individual shareholders. Ballots, proxy forms, and voting instructions returned to brokerage firms, banks, and other holders of record are kept confidential. Only the proxy solicitor, the proxy tabulator, and the inspector of election have access to the ballots, proxy forms, and voting instructions. The proxy solicitor and the proxy tabulator will disclose information taken from the ballots, proxy forms, and voting instructions only if there is a proxy contest, if the shareholder authorizes disclosure, to defend legal claims, or as otherwise required by law. If you write comments on your proxy card or ballot, management may learn how you voted in reviewing your comments.


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Where to find more proxy voting information

●•

The SEC website has a variety of information about the proxy voting process atwww.sec.gov/spotlight/proxymatters.shtml.

●•

Contact the Microsoft Investor Relations department through our website atwww.microsoft.com/investor/contacts/ default.aspx or by phone at 425.706.4400.

●•		You may view our annual report and vote your shares atwww.proxyvote.com.
●	~~Contact the broker or bank through which you beneficially own your shares.~~

Contact the broker or bank through which you beneficially own your shares.

Where to find our corporate governance documents

Copies of our Board committee charters and other governance documents listed in Part 1 can be found atwww.microsoft.com/investor/corporategovernance. We will provide any of the foregoing information to a shareholder without charge upon written request to MSC 123/9999, Office of the Corporate Secretary, Microsoft Corporation, One Microsoft Way, Redmond, WA 98052-6399.

Proposals by shareholders for 2017 annual meeting

~~Proposals of Shareholders for 2016 Annual meeting~~

Shareholders who, in accordance with SEC Rule 14a-8, wish to present proposals for inclusion in the proxy materials to be distributed ~~in connection with~~for next year’s annual meeting must submit their proposals so they are received by the Corporate Secretary of Microsoft, by one of the means described below, no later than the close of business (5:30 p.m. Pacific Time) on June ~~21, 2016.~~20, 2017. As the rules of the SEC make clear, simply submitting a proposal does not guarantee that it will be included.

In order to be properly brought before the ~~2016~~2017 Annual Meeting, a shareholder’s notice of nomination of one or more director candidates to be included in the Company’s proxy statement and ballot pursuant to Section 1.14 of our Bylaws (a “proxy access nomination”) must be received by the Corporate Secretary of Microsoft, by one of the means described below, no earlier than May ~~22, 2016~~19, 2017 and no later than the close of business on June ~~21, 2016.~~20, 2017. (i.e., not later than the close of business on the 120th day nor earlier than the close of business on the 150th day prior to the first anniversary of the date the definitive proxy statement was first released to shareholders in connection with the preceding year’s annual meeting of shareholders). If the date of the ~~2016~~2017 Annual Meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the shareholder to be timely must be so delivered not earlier than the close of business on the 120th day and not later than the close of business on the later of the 90th day prior to the ~~2016~~2017 Annual Meeting or the 10th day following the day on which public announcement of the date of the ~~2016~~2017 Annual Meeting is first made by the Company.

In order to be properly brought before the ~~2016~~2017 Annual Meeting, a shareholder’s notice of any matter the shareholder wishes to present other than a matter brought pursuant to SEC Rule 14a-8 or a proxy access director nomination, or the person or persons the shareholder wishes to nominate as a director, must be received by the Corporate Secretary of Microsoft, by one of the means described below, no earlier than August ~~4, 2016,~~2, 2017, and no later than the close of business (5:30 p.m. Pacific Time) on September ~~3, 2016~~1, 2017 (i.e., not less than 90 nor more than 120 days before the first anniversary of the date of the ~~2015~~2016 Annual Meeting). If our Annual Meeting date occurs more than 30 days before or 60 days after ~~December 2, 2016,~~November 30, 2017, we must receive proposals not earlier than the close of business on the 120th day prior to the date of the ~~2016~~2017 Annual Meeting and not later than the close of business on the later of the 90th day prior to the date of the Annual Meeting or, if the first public announcement of the date of the Annual Meeting is less than 100 days prior to the date of the meeting, the 10th day following the day on which we first make a public announcement of the date of the meeting.

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To be in proper form, a shareholder’s notice must include the information about the proposal or nominee as specified in our Bylaws. A shareholder who wishes to submit a proposal or nomination is encouraged to seek independent counsel about our Bylaw and SEC requirements. Microsoft will not consider any proposal or nomination that is not timely or otherwise does not meet the Bylaw and SEC requirements for submitting a proposal or nomination.

Notices of intention to present proposals or nominate directors at the ~~2016~~2017 Annual Meeting, and all supporting materials required by our Bylaws, must be submitted by one of the following means:

●	~~By Mail: MSC 123/9999, Office of the Corporate Secretary, Microsoft Corporation, One Microsoft Way, Redmond, Washington 98052-6399.~~
●	~~Electronically:askboard@microsoft.com~~.

By Mail: MSC 123/9999, Office of the Corporate Secretary, Microsoft Corporation, One Microsoft Way, Redmond, Washington 98052-6399.

Electronically: askboard@microsoft.com.

We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.

~~Other business~~

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LOGO

Other business

The Board of Directors does not intend to bring any other business before the Annual Meeting, and so far as is known to our Board, no matters are to be brought before the meeting other than as specified in the notice of meeting. In addition to the scheduled items of business, the meeting may consider other shareholder proposals and matters relating to the conduct of the meeting. As to any other business that may properly come before the meeting, proxies will be voted in accordance with the judgment of the persons voting such proxies.

Representatives of Deloitte & Touche, independent auditor for Microsoft for fiscal year ~~2015~~2016 and the current fiscal year, will be present at the Annual Meeting, will have an opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.

DATED: Redmond, Washington, October ~~19, 2015.~~18, 2016.

62~~Microsoft~~

~~Table of Contents~~


~~Annex A – reconciliation of non-GAAP and GAAP financial measures~~74

Annex A – reconciliation of non-GAAP and GAAP financial measures

The following table reconciles financial results reported in accordance with accounting principles generally accepted in the United States of America (“GAAP”) to non-GAAP financial results. This non-GAAP financial information has been provided to aid investors in better understanding the company’s performance. In fiscal year 2016, the financial results included the net impact from Windows 10 revenue deferrals and impairment, integration, and restructuring charges. In fiscal year 2015, the financial results included impairment, integration, and restructuring charges. ~~In fiscal year 2014, the financial results included the charges related to the integration expenses associated with the acquisition of the Nokia Devices and Services business.~~ Presenting these measures without the impact of these items gives additional insight into operational performance and helps clarify trends affecting the company’s business. For comparability of reporting, management considers this information in conjunction with GAAP amounts in evaluating business performance. These ~~Non-GAAP~~non-GAAP financial measures should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP.

   Fiscal Year Ended June 30,
($ in millions, except per share amounts)    Revenue      Gross Margin      Operating Income      Earnings per Share
2014 As Reported (GAAP) $86,833 $59,755 $27,759 $2.63
     Impairment, Integration, and Restructuring Charges - - 127 0.01
2014 As Adjusted (Non-GAAP) $86,833 $59,755 $27,886 $2.64
2015 As Reported (GAAP) $93,580 $60,542 $18,161 $1.48
     Impairment, Integration, and Restructuring Charges - - 10,011 1.15
2015 As Adjusted (Non-GAAP) $93,580 $60,542 $28,172 $2.63
Percentage Change Y/Y (GAAP) 8 % 1 % (35 )% (44 )%
Percentage Change Y/Y (Non-GAAP) 8 % 1 % 1 % (0 )%


	Fiscal year ended June 30,
($in millions, except per share amounts)	Revenue		Operating income		Net income		Diluted earnings per share
2015 as reported (GAAP)		$93,580		$18,161		$12,193		$1.48
Impairment, integration, and restructuring charges		-		10,011		9,494		1.15
2015 as adjusted (non-GAAP)		$93,580		$28,172		$21,687		$2.63
2016 as reported (GAAP)		$85,320		$20,182		$16,798		$2.10
Net impact from Windows 10 revenue deferrals		6,643		6,643		4,635		0.58
Impairment, integration, and restructuring charges		-		1,110		895		0.11
2016 as adjusted (non-GAAP)		$91,963		$27,935		$22,328		$2.79
Percentage change Y/Y (GAAP)		(9)%		11%		38%		42%
Percentage change Y/Y (non-GAAP)		(2)%		(1)%		3%		6%

Non-GAAP Executive Officer Incentive Plan (EIP) performance metrics in Compensation Discuss and Analysis

We use certain non-GAAP financial performance metrics in our incentive compensation program for our senior leadership team. These are EIP Revenue, EIP Operating Income, and EIP Gross Margin. We calculate these EIP measures by adjusting the corresponding GAAP financial metric – Revenue, Operating Income, and Gross Margin – for (1) impairment, integration, and restructuring charges, (2) the net impact of Windows 10 revenue deferrals, and (3) the effect of foreign currency rate fluctuations. We exclude the effect of foreign currency rate fluctuations on a “constant dollar” basis by converting current period non-GAAP (i.e., adjusted for items (1) and (2) in the preceding sentence) results for entities reporting in currencies other than United States dollars into United States dollars using constant exchange rates, which are determined at the outset of the current period, rather than the actual exchange rates in effect during the respective periods. These EIP financial measures differ from the non-GAAP financial results we report in our quarterly and annual earnings release materials, which are reported using constant currency. They should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP.

~~2015 Proxy Statement~~ 2016 PROXY STATEMENT63 75

~~Table~~Annex B – French Sub Plan

Rules of ~~Contents~~the Microsoft Corporation 2001 stock plan for stock awards granted to employees in France

1. Introduction.

The Board of Directors (the “Board”) of Microsoft Corporation (the “Company”) has established the Microsoft Corporation 2001 Stock Plan (as amended and restated) (the “2001 Plan”) for the benefit of certain employees of the Company and its affiliated companies, including its French affiliate(s) (each, a “French Entity”), of which the Company holds directly or indirectly at least 10% of the capital.

Sections 4 and 17(b) of the 2001 Plan authorize the committee appointed by the Board (the “Committee”) to adopt such rules and procedures (including a sub-plan to the 2001 Plan) as the Board or Committee deems necessary or desirable to implement the 2001 Plan in any jurisdiction outside the U.S. (including for stock awards granted in France).

The Committee has determined that it is desirable to establish specific rules for the purposes of permitting stock awards granted to employees of a French Entity to qualify for the specific local tax and social security treatment available for such grants in France. The Committee, therefore, intends to establish specific rules to the 2001 Plan (the “French Rules”) for the purpose of granting stock awards which qualify for the specific tax and social security treatment in France applicable to shares granted for no consideration under Sections L. 225-197-1 to L. 225-197-6 of the French Commercial Code, as amended (the “French-qualified Stock Awards”), to qualifying employees of a French Entity who are resident in France for French tax purposes and/or subject to the French social security regime (the “French SA Recipients”).

Under the French Rules, French SA Recipients will be granted only stock awards as defined in the 2001 Plan. The provisions of Sections 6 and 8 of the 2001 Plan permitting the grant of options and stock appreciation rights are not applicable to grants made under the French Rules.

2. Definitions.

Capitalized terms not otherwise defined herein shall have the same meanings as set forth in the 2001 Plan. In addition, the terms set out below will have the following meanings:

(a)The term “Closed Period” shall be as provided for by Section L. 225-197-1 of the French Commercial Code, as amended, and as interpreted by the French administrative guidelines, and shall mean:

(i) ten quotation days preceding and three quotation days following the disclosure to the public of the consolidated financial statements or the annual statements of the Company or

(ii) any period during which the corporate management of the Company possesses confidential information which could, if disclosed to the public, significantly impact the quotation of the Common Shares, until ten quotation days after the day such information is disclosed to the public. If the French Commercial Code is amended after adoption of the French Rules to modify the definition and/or applicability of the Closed Periods to French–qualified Stock Awards, such amendments shall become applicable to any French–qualified Stock Awards granted under the French Rules, to the extent required or permitted by French law.

(b)The term “Disability” shall be defined in accordance with categories 2 and 3 under Section L.341-4 of the French Social Security Code, as amended.

(c)The term “Stock Awards” shall mean a promise by the Company to a future issuance at the Vesting Date of a Common Share per unit granted to each French SA Recipient, and subject to specific terms and conditions. Stock Awards granted under the French Rules will not give rise to dividends or dividends equivalent payments prior to the Vesting Date nor shall a French SA Recipient be entitled to receive on vesting an amount in cash in lieu of Common Shares.

(d)The term “Vesting Date” shall mean the date on which the Common Shares underlying the Stock Awards shall be issued to the French SA Recipient; the Committee may provide in the applicable Stock Award Agreement that Common Shares underlying the Stock Awards will be issued only on a date occurring after the Vesting Date.

3. Entitlement to participate.

(a)Subject to Section 3(c) below, any French SA Recipient who, on the date of grant of the Stock Award and to the extent required under French law, is either employed under the terms and conditions of an employment contract (“contrat de travail”) with a French Entity or who is a corporate officer of a French Entity (subject to Section 3(b) below), shall be eligible to receive, at the discretion of the Committee, French-qualified Stock Awards under the French Rules provided he or she also satisfies the eligibility conditions of Section 5 of the 2001 Plan.

~~Downtown Bellevue driving directions and parking~~

76
(b)French-qualified Stock Awards may not be issued to corporate officers of a French Entity, other than the managing directors (i.e.,Président du Conseil d’Administration, Directeur Général, Directeur Général Délégué, Membre du Directoire, Gérant de Sociétés par actions), unless the corporate officer is employed by a French Entity, as defined by French law and is otherwise eligible to receive Stock Awards under Section 5 of the 2001 Plan.
(c)French-qualified Stock Awards may not be issued under the French Rules to employees or corporate officers owning more than ten percent (10%) of the Company’s share capital or to individuals other than employees and corporate officers of a French Entity. Grants of French-qualified Stock Awards under the French Rules shall not result in any French SA Recipient’s owning more than ten percent (10%) of the Company’s share capital.
(d) The aggregate number of Common Shares underlying French-qualified Stock Awards shall not exceed 10% of the Company’s share capital.
4. Conditions of the stock awards.
(a) Vesting of stock awards.
The first Vesting Date of Stock Awards shall not occur prior to the expiration of the minimum mandatory vesting period applicable to French-qualified Stock Awards under Section L. 225-197-1 of the French Commercial Code, as amended, the relevant sections of the French Tax Code or the French Social Security Code, as amended. However, notwithstanding the above, in the event of termination of a French SA Recipient’s Continuous Status as a Participant due to death, all of his or her outstanding French-qualified Stock Awards shall vest and Common Shares underlying French-qualified Stock Awards shall become issuable as set forth in Section 6 of the French Rules.
(b) Holding of shares.
The sale of Common Shares issued upon vesting of the French-qualified Stock Awards to the French SA Recipients shall not occur prior to the expiration of the minimum holding period applicable to Common Shares underlying French-qualified Stock Awards pursuant to Section L. 225-197-1 of the French Commercial Code, as amended, or the relevant sections of the French Tax Code and French Social Security Code, as amended, to benefit from the specific French tax and social security regime, even if the French SA Recipient is no longer an employer or corporate officer of a French entity.
In addition to this restriction of the sale of the Common Shares issued to the French SA Recipients, the Common Shares may not be sold during a Closed Period, so long as Closed Period are applicable to Common Shares underlying French-qualified Stock Awards.
(c)Corporate officers.
To the extent and as long as required for French–qualified Stock Awards granted by the Company, specific holding period for the Common Shares issued pursuant to the French-qualified Stock Awards shall be imposed in the relevant agreement for French SA Recipients who qualify as a managing director under French law (“mandataires sociaux”) as defined in Section 3(b) above.
(d)French SA recipient’s account.
The Common Shares issued to the French SA Recipient pursuant to the Stock Awards shall be recorded in an account in the name of the French SA Recipient with the Company, a broker or in such other manner as the Company may otherwise determine in order to ensure compliance with applicable law including any required holding periods applicable to French-qualified Stock Awards.
5. Adjustments.
In the event of a corporate transaction as set forth in Section 14 of the 2001 Plan, adjustments to the terms and conditions of the Stock Awards or underlying Common Shares may be made only in accordance with the 2001 Plan and pursuant to applicable French legal and tax rules. Nevertheless, the Board or the Committee, at its discretion, may determine to make adjustments in the case of a transaction for which adjustments are not authorized under French law, in which case the Stock Awards may no longer qualify as French-qualified Stock Awards.
6. Death and disability.
In the event of termination of a French SA Recipient’s Continuous Status as a Participant due to death, all French-qualified Stock Awards held by the French SA Recipient at the time of his or her death (whether vested or unvested at the time of death) shall immediately become transferable to the French SA Recipient’s heirs, unless vesting of such French-qualified Stock Awards is also subject to
2016 PROXY STATEMENT  77
performance-vesting conditions in which case the underlying Common Shares shall not become vested and transferable to the French SA Recipient’s heirs unless and until the performance-vesting conditions are satisfied. The Company shall issue the underlying Common Shares to the French SA Recipient’s heirs only if they request such issuance within six months following the death of the French SA Recipient. The French SA Recipient’s heirs shall not be subject to the restriction on the sale of Common Shares set forth in Section 4(b) above, if any.
If a French SA Recipient ceases to be employed by the Company or a French Entity by reason of his or her Disability, the French SA Recipient shall not be subject to the restrictions on the sale of Common Shares set forth in Section 4(b) above, if any.
7. Non-transferability of stock awards.
Except in the case of death, the French-qualified Stock Awards may not be assigned or transferred to any third party. In addition, the French-qualified Stock Awards may vest only for the benefit of the French SA Recipient during his or her lifetime.
8. Disqualification of stock awards.
If the terms and conditions of the outstanding French-qualified Stock Awards are modified due to any requirements under the applicable laws of incorporation of the Company, or by decision of the Company’s shareholders, the Board or the Committee, Stock Awards may no longer qualify as French-qualified Stock Awards. If the Stock Awards no longer qualify as French-qualified Stock Awards, the Board or Committee may, in its sole discretion, determine to lift, shorten or terminate certain restrictions applicable to the vesting or to the transfer of the Common Shares underlying the Stock Awards which had been imposed under the French Rules and/or in the Stock Award Agreement delivered to the French SA Recipient in order to achieve the specific tax treatment for French-qualified Stock Awards.
9. Employment rights.
The adoption of the French Rules shall not confer upon the French SA Recipients or any employees of a French Entity, any employment rights and shall not be construed as a part of any employment contracts that a French Entity has with its employees or create any employment relationship with the Company.
10. Interpretation.
It is intended that Stock Awards granted under the French Rules shall qualify for the specific tax and social security treatment applicable to Stock Awards granted under Sections L. 225-197-1 to L. 225-197-6 of the French Commercial Code, as amended, and in accordance with the relevant provisions set forth by French tax and social security laws. The terms of the French Rules shall be interpreted accordingly and in accordance with the relevant Guidelines published by French tax and social security administrations and subject to the fulfilment of legal, tax and reporting obligations, if applicable. However, certain corporate transactions, certain modifications or changes may impact the qualification of the Stock Awards and underlying Common Shares for the specific regime in France.
11. Amendments.
Subject to the terms of the 2001 Plan, the Committee reserves the right to amend or terminate the French Rules at any time in accordance with applicable French law.
12. Delegation of authority.
Any references to the Committee in the French Rules encompass the Senior Vice President, Human Resources of the Company to whom the Committee has delegated the authority to adopt or amend any rules and procedures necessary or desirable to implement the 2001 Plan in any jurisdiction outside the U.S., including the adoption and amendment of the French Rules.
13. Adoption.
The French Rules are effective as of the date of their approval by the Company’s shareholders.
78
Downtown Bellevue driving directions and parking
Meydenbauer Center
11100 NE 6th Street
Bellevue, WA 98004
425.637.1020
www.meydenbauer.com
A
Bellevue Transit Center

Driving directions
From Seattle via SR-520
● ~~Take SR-520 east to I-405 south.~~
● ~~Take Exit 13A west to NE 4th Street westbound.~~
● ~~Turn right onto 112th Avenue NE.~~
● ~~Turn left onto NE 6th Street to Meydenbauer Center’s parking garage on the right.~~
Take SR-520 east to I-405 south.
Take Exit 13A west to NE 4th Street westbound.
Turn right onto 112th Avenue NE.
Turn left onto NE 6th Street to Meydenbauer Center’s parking garage on the right.
From Seattle via I-90
● ~~Take I-90 east to I-405 north.~~
● ~~Take Exit 13A west to NE 4th Street westbound.~~
● ~~Turn right onto 112th Avenue NE.~~
● ~~Turn left onto NE 6th Street to Meydenbauer Center’s parking garage on right.~~
Take I-90 east to I-405 north.
Take Exit 13A west to NE 4th Street westbound.
Turn right onto 112th Avenue NE.
Turn left onto NE 6th Street to Meydenbauer Center’s parking garage on right.
Parking
Due to limited parking availability, we encourage you to explore Metro Transit’s commuter services. The Bellevue Transit Center is conveniently located less than a block from Meydenbauer Center.
Parking validation for Meydenbauer Center garage will be available at the meeting.
2016 PROXY STATEMENT  79
64~~Microsoft~~

~~Table of Contents~~
~~MICROSOFT CORPORATE CITIZENSHIP~~Microsoft
corporate social
responsibility

“Our customers
and society expect
us to maximize the
value of technology
while also preserving
the values that are
timeless. Microsoft’s
commitments to
corporate citizenship
help us meet these
expectations.”
Satya Nadella, CEO

Ethical business conduct
Microsoft has been included on the Ethisphere Institute’s list of the World’s Most Ethical Companies every year since the list’s inception in 2011.
Our people
In Microsoft’s anonymous global employee survey, 87% said they would recommend Microsoft as a great place to work.
Privacy
Microsoft was the first major cloud provider independently verified for meeting the world’s first international standard for cloud privacy (ISO/IEC 27018). We were also among the first companies certified under the EU-US Privacy Shield program.
Environment
Microsoft datacenters are 100% carbon neutral. This year we committed to also having them rely on more wind, solar, and hydro power electricity over time. Today nearly 45% of electricity used by our datacenters comes from these sources. Our goal is to pass the 50% milestone by the end of 2018, top 60% early in the next decade, and then to keep improving even further.
Communities
Microsoft Philanthropies is investing our greatest assets - our technology, people, grants and voice - to advance a more equitable world where the benefits of technology are accessible to everyone. We’ve been hard at work at this mission for the past 30 years, and recently made a $1 billion pledge to donate our cloud services to serve the public good.
“Our customers and society expect us to maximize the value of technology while also preserving the values that are timeless. Microsoft’s commitments to corporate citizenship help us meet these expectations.”
For more information:
Our Corporate Social Responsibility website:www.microsoft.com/csr
Nonprofit software donations:www.microsoft.com/nonprofit

~~Satya Nadella, CEO~~

~~For more information:~~

~~Our Citizenship website:~~
~~www.microsoft.com/citizenship~~
~~Our Citizenship Report:~~
~~www.microsoft.com/citizenshipreport~~
~~Nonprofit software donations:~~
~~www.microsoft.com/nonprofit~~

~~Table of Contents~~

C/O PROXY SERVICES
P.O. BOX 9163
FARMINGDALE, NY 11735

VOTE BY INTERNET
Before The Meeting- Go towww.proxyvote.comor scan the QR code above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.
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Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
~~M96359-P70112~~
   E13597-TBD                             KEEP THIS PORTION FOR YOUR RECORDS
   DETACH AND RETURN THIS PORTION ONLY
~~THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.~~
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
MICROSOFT CORPORATION
The Board of Directors recommends a vote “FOR” EACH OF THE FOLLOWING NOMINEES, “FOR” PROPOSAL 2, “FOR” PROPOSAL 3, “FOR” PROPOSAL 4, “FOR” PROPOSAL 5, “AGAINST” PROPOSAL 6, and “AGAINST” PROPOSAL 7.
~~The Board of Directors recommends a vote "FOR" EACH OF THE FOLLOWING NOMINEES, "FOR" PROPOSAL 2 and "FOR" PROPOSAL 3.~~

1. Election of Directors: (The Board recommends a vote FOR each nominee)    For    Against    Abstain
~~01.~~ ~~William H. Gates lll~~ ☐ ☐ ☐
~~02.~~ ~~Teri L. List-Stoll~~
01.   William H. Gates III
☐ ☐ ☐
~~03.~~ ~~G. Mason Morfit~~
02.   Teri L. List-Stoll
☐ ☐ ☐
~~04.~~ ~~Satya Nadella~~
03.   G. Mason Morfit
☐ ☐ ☐
~~05.~~ ~~Charles H. Noski~~
04.   Satya Nadella
☐ ☐ ☐
~~06.~~ ~~Helmut Panke~~
05.   Charles H. Noski
☐ ☐ ☐
~~07.~~ ~~Sandra E. Peterson~~
06.   Helmut Panke
☐ ☐ ☐
~~08.~~ ~~Charles W. Scharf~~
07.   Sandra E. Peterson
☐ ☐ ☐
08.   Charles W. Scharf
☐ ☐ ☐
For address changes and/or comments, please check this box and write them on the back where indicated.
☐

~~For~~ ~~Against~~ ~~Abstain~~
~~09.~~ ~~John W. Stanton~~ ☐ ☐ ☐

~~10.~~ For Against Abstain
09.   John W. ~~Thompson~~Stanton
   ☐    ☐    ☐
10.   John W. Thompson
☐ ☐ ☐
~~11.~~
11.   Padmasree Warrior
☐ ☐ ☐
2.
Advisory vote on executive compensation
(The Board recommends a vote FOR this proposal)
☐ ☐ ☐
3.
Ratification of Deloitte & Touche LLP as our independent auditor for fiscal year ~~2016~~
2017
(The Board recommends a vote FOR this proposal)
☐ ☐ ☐
4.
Approval of Amendment to our Amended and Restated Articles of Incorporation
(The Board recommends a vote FOR this proposal)
☐ ☐ ☐
5.
Approval of French Sub Plan under the 2001 Stock Plan
(The Board recommends a vote FOR this proposal)
☐ ☐ ☐
6.
Shareholder Proposal – Requesting certain proxy access bylaw amendments
(The Board recommends a vote AGAINST this proposal)
☐ ☐ ☐
7.
Shareholder Proposal – Restricting actions that impair the effectiveness of shareholder votes
(The Board recommends a vote AGAINST this proposal)
☐ ☐ ☐

Note:
Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

Signature [PLEASE SIGN WITHIN BOX]
Date

Signature (Joint Owners)
Date

~~Table of Contents~~
~~Annual Shareholders Meeting Information:~~
~~Location:~~ ~~Meydenbauer Center~~
Annual Shareholders Meeting Information:
    Location: Meydenbauer Center
11100 NE 6th Street
Bellevue, WA 98004
~~Date:~~
~~December 2, 2015~~
~~Time:~~
Date: November 30, 2016
Time: 8:00 AM PT
In order to be admitted to the Annual Shareholders Meeting, you must present one of the following as proof of ownership of Microsoft stock on the record date.
●
•       Notice of Internet Availability of Proxy Materials
●
•       Proxy card
●
•       Legal proxy provided by your bank, broker, or nominee
●
•       Voting instruction card
●
•       If you received your proxy materials by e-mail, a printout of the e-mail
●
•       Brokerage statement or letter from a bank or broker indicating ownership on the record date

Important Notice Regarding the Availability of Proxy Materials for the Annual Shareholders Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
E13598-TBD
~~M96360-P70112~~
MICROSOFT CORPORATION
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints JOHN W. THOMPSON and SATYA NADELLA, and each of them, with full power of substitution, as proxies to vote all the shares the undersigned is entitled to vote at the Annual Shareholders Meeting of the Company to be held at the Meydenbauer Center, 11100 NE 6th Street, Bellevue, Washington, November 30, 2016 at 8:00 a.m. Pacific Time and at any adjournments thereof. Such shares shall be voted as indicated with respect to the proposals listed on the reverse side hereof and in the discretion of the proxies on such other matters as may properly come before the meeting or any adjournment thereof in accordance with and as described in the Notice and Proxy Statement of the Annual Shareholders Meeting.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made as to any item, this proxy will be voted in accordance with the Board of Directors’ recommendations.

~~MICROSOFT CORPORATION~~
~~This Proxy is Solicited on Behalf of the Board of Directors~~
The undersigned hereby appoints JOHN W. THOMPSON and SATYA NADELLA, and each of them, with full power of substitution, as proxies to vote all the shares the undersigned is entitled to vote at the Annual Shareholders Meeting of the Company to be held at the Meydenbauer Center, 11100 NE 6th Street, Bellevue, Washington, December 2, 2015 at 8:00 a.m. Pacific Time and at any adjournments thereof. Such shares shall be voted as indicated with respect to the proposals listed on the reverse side hereof and in the discretion of the proxies on such other matters as may properly come before the meeting or any adjournment thereof in accordance with and as described in the Notice and Proxy Statement of the Annual Shareholders Meeting.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made as to any item, this proxy will be voted in accordance with the Board of Directors' recommendations.
Address Changes/Comments:

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
Continued and to be signed on reverse side

~~Filed by the Registrant [X]~~
~~Filed by a Party other than the Registrant [ ]~~

~~Check the appropriate box:~~

~~[ ]~~x		Preliminary Proxy Statement
~~[ ]~~^¨		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
~~[X]~~^¨		Definitive Proxy Statement
~~[ ]~~^¨		Definitive Additional Materials
~~[ ]~~^¨		Soliciting Material Pursuant to §240.14a-12


		October 18, 2016
Letter from our Independent Chairman and our CEO
	~~October 19, 2015~~	Dear Shareholder, We invite you to attend the Annual Shareholders Meeting of Microsoft Corporation (“Annual Meeting”), which will be held at Meydenbauer Center, 11100 NE 6th Street, Bellevue, Washington 98004, on ~~December 2, 2015~~November 30, 2016 at 8:00 a.m. Pacific Time. Doors open at 7:00 ~~a.m.We~~a.m. We will feature a Microsoft Store at our product showcase to give you the opportunity to experience Microsoft’s latest consumer products including the latest devices running Windows 10. Driving directions to Meydenbauer Center are on page ~~64.~~79. Parking will be validated only for Meydenbauer Center garage. Parking is limited, so plan ahead if you are driving to the meeting.

		The attached Notice of Annual Shareholders Meeting and Proxy Statement contain details of the business to be conducted at the Annual Meeting. Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. We urge you to promptly vote and submit your proxy via the Internet, by phone, or by signing, dating, and returning the enclosed proxy card in the enclosed envelope. If you attend the Annual Meeting, you can vote in person even if you previously submitted your proxy. This year’s shareholder question and answer session will include both live questions and questions submitted in advance. You may submit a question in advance through the Shareholder Forum available atwww.theinvestornetwork.com/forum/msft/default.aspx; we will respond to as many inquiries as time allows. We again are offering a virtual shareholder meeting through which you can view the meeting, submit questions, and vote online, at ~~microsoft.onlineshareholdermeeting.com~~.microsoft.onlineshareholdermeeting.com. We will also provide a live webcast of the Annual Meeting from the Microsoft Investor Relations website atwww.microsoft.com/investor. A transcript with video and audio of the entire Annual Meeting will be available on the Investor Relations website after the meeting. We hope this will allow those who cannot attend the meeting in person to hear Microsoft executives discuss ~~the~~past year’s results and our plans for the future. In addition, we make available at our Investor Relations website a variety of information for investors. Our goal is to maintain the Investor Relations website as a portal through which investors can easily find or navigate to pertinent information about us. On behalf of the Board of Directors, thank you for your continued investment in Microsoft. We look forward to greeting as many of you as possible. ~~Sincerely,~~ ~~Satya Nadella~~ ~~Chief Executive Officer~~
~~John W. Thompson~~ ~~Independent Chairman~~

~~Date~~		~~December 2, 2015~~
Date		November 30, 2016

Time		8:00 a.m. Pacific Time

Place		Meydenbauer Center, 11100 NE 6th Street Bellevue, Washington 98004

Record date		~~October 2, 2015.~~September 30, 2016. Only shareholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting.

Proxy voting		~~Important.~~Make your vote count. Please vote your shares promptly to ensure the presence of a quorum at the ~~meeting.~~Annual Meeting. Voting your shares now via the Internet, by telephone, or by signing, dating, and returning the enclosed proxy card or voting instruction form will save the expenses and extra work of additional solicitation. If you wish to vote by mail, we have enclosed an addressed envelope, postage prepaid if mailed in the United States. Submitting your proxy now will not prevent you from voting your shares at the ~~meeting,~~Annual Meeting, as your proxy is revocable at your option.

Items of business		● • To elect the 11 director nominees named in this Proxy Statement ● • To approve, on a non-binding advisory basis, the compensation paid to our Named Executive Officers ● • To ratify the selection of Deloitte & Touche LLP as our independent auditor for fiscal year ~~2016~~ ●2017 • To approve an amendment to our Amended and Restated Articles of Incorporation • To approve a French Sub Plan under the 2001 Stock Plan • To consider and vote on two shareholder proposals described in the accompanying Proxy Statement, if properly presented at the Annual Meeting • To transact other business that may properly come before the Annual Meeting
Virtual meeting		You also may vote at the ~~meeting~~Annual Meeting via the Internet by visitingmicrosoft.onlineshareholdermeeting.com and following the instructions.

Admission to meeting		Proof of share ownership will be required to enter the Annual Meeting. See Part 57 – “Information about the meeting” for details.

~~Annual Shareholders meeting~~				~~Meeting Agenda~~
~~Date~~	~~December 2, 2015~~			●~~Election of 11 directors~~ ●~~Advisory vote on executive compensation~~ ●~~Ratification of Deloitte & Touche LLP (“Deloitte & Touche”) as our independent auditor for fiscal year 2016~~ ●~~Transact other business that may properly come before the meeting~~
~~Time~~	~~8:00 a.m. Pacific Time~~
		~~Place~~Annual	~~Meydenbauer Center~~ ~~11100 NE 6th Street~~ ~~Bellevue, Washington 98004~~Shareholders Meeting
		Record date	~~October 2, 2015~~
	September 30, 2016 Voting		Shareholders as of the record date are entitled to vote. Each share of common stock of Microsoft Corporation (the “Company”) is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on.		Meeting agenda • Elect 11 directors • Advisory vote on executive compensation • Ratify Deloitte & Touche LLP as our independent auditor for fiscal year 2017 • Approve an amendment to our Amended and Restated Articles of Incorporation • Approve French Sub Plan under the 2001 Stock Plan • Consider and vote on two shareholder proposals described in the accompanying Proxy Statement, if properly presented at the Annual Meeting • Transact other business that may properly come before the meeting

	Date November 30, 2016 Time 8:00 a.m. Pacific Time Place Meydenbauer Center 11100NE 6th Street Bellevue,Washington 98004

	~~MICROSOFT CORPORATION~~x
	~~(Name of Registrant as Specified In Its Charter)~~


	~~(Name of Person(s) Filing Proxy Statement, if other than the Registrant)~~

~~Payment of Filing Fee (Check the appropriate box):~~
~~[X]~~		No fee required.

~~[ ]~~^¨		Fee computed on table below per Exchange Act Rules 14a-6(i)~~(1)~~(4) and 0-11.

	(2)
		2)		Aggregate number of securities to which transaction applies:

			(3)
		3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


~~[ ]~~^¨		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

		Notice of Annual Shareholders Meeting and 2016 Proxy Statement
		November 30, 2016 at 8:00 a.m. Pacific Time Meydenbauer Center 11100 NE 6th Street Bellevue, Washington 98004
		Proof of ownership required for admission See Part 57 – “Information about the meeting” for details on admission requirements to attend the Annual Meeting.


~~Bill Gates~~	~~Satya Nadella~~	~~Charles W. Scharf~~



~~Maria M. Klawe~~	~~Charles H. Noski~~	~~John W. Stanton~~

	Thank you for the trust you place in us. We appreciate the opportunity to serve Microsoft on your behalf. Sincerely,
			~~Teri L. List-Stoll~~ Bill Gates	~~Helmut Panke~~ Sandra E. Peterson	~~John W. Thompson~~

			Teri L. List-Stoll	Charles W. Scharf

			G. Mason Morfit	John W. Stanton

			Satya Nadella	John W. Thompson

			Charles H. Noski	Padmasree Warrior

			Helmut Panke

Proxy summary			1
1	Corporate governance at Microsoft	Corporate Governance Principles and Practices	6
		Shareholder outreach and our corporate governance cycle	6
		Corporate governance framework	7
		Independent Chairman of the Board	7
		Board independence	8
		Board committee independence and expertise	8
		Shareholder rights	8
		Risk oversight	8
		Compensation	9
		Director orientation and continuing education	9
		Board and committee evaluations	9
		Citizenship governance	9
		Political contributions	10
		Shareholder Communication with Directors	10
2	Board of Directors	Proposal 1: Election of Directors	11
		Director Nominations and Qualifications	11
		Shareholder recommendations and nominations of
		Director candidates	13
		Our Director Nominees	14
		Director Independence	25
		Meetings and Meeting Attendance	25
		Board Committees	26
		Audit Committee	26
		Compensation Committee	27
		Governance and Nominating Committee	28
		Regulatory and Public Policy Committee	28
		Director Compensation	28
		Non-executive Chairman compensation	29
		Director stock ownership policy	29
		Certain Relationships and Related Transactions	30
3	Named Executive Officer compensation	Proposal 2: Advisory Vote on Named Executive Officer Compensation	31
		Statement in support	31
		Compensation Discussion and Analysis	32
		Section 1– Fiscal year 2015 in review	33
		Section 2– The evolution of our pay for performance philosophy	34
		Section 3– Fiscal year 2015 compensation decisions	37
		Section 4– Executive compensation overview	40
		Section 5– Compensation design process for fiscal year 2015	41
		Section 6– Other compensation policies and information	44


		2)(2)		Form, Schedule or Registration Statement No.:


		3)(3)		Filing Party:


		4)(4)		Date Filed:


vi		~~Proxy summary~~

3	Named Executive Officer compensation	Compensation Committee Report	47
		Fiscal Year 2015 Compensation Tables	47
		Summary compensation table	47
		Grants of plan-based awards for fiscal year ended June 30, 2015	48
		Outstanding equity awards as of June 30, 2015	49
		Stock awards vested for fiscal year ended June 30, 2015	50
		Non-qualified deferred compensation	50
		Equity compensation plan information as of June 30, 2015	51
		Compensation Committee Interlocks and Insider Participation	51
		Stock Ownership Information	52
		Principal Shareholders	53
		Section 16(a) – Beneficial Ownership Reporting Compliance	53
4	Audit Committee matters	Proposal 3: Ratification of Deloitte & Touche LLP as Independent Auditor for Fiscal Year 2016	54
		Audit Committee Report	54
		Fees Billed by Deloitte & Touche	56
		Audit fees	56
		Audit-related fees	57
		Tax fees	57
		All other fees	57
		Policy on Audit Committee Pre-approval of Audit and Permissible Non-audit Services of Independent Auditor	57
5	Information about the meeting	Internet Availability of Proxy Materials	58
		Proof of Ownership Required for Attending Meeting in Person	58
		Participation in Electronic Meeting	58
		Solicitation of Proxies	59
		Householding	59
		Election of Directors	59
		Voting Procedures	59
		Tabulation of votes	59
		Majority vote standard for election of directors	60
		Vote required; effect of absentions and broker non-votes	60
		Vote confidentiality	61
		Where to find more proxy voting information	61
		Where to find our corporate governance documents	61
		Proposals of Shareholders for 2016 Annual Shareholders Meeting	61
		Other Business	62
Annex A — non-GAAP to GAAP reconciliations			63
Driving directions and parking			64


4	Audit Committee matters	Proposal 3: Ratify Deloitte & Touche LLP as Independent Auditor for Fiscal Year 2017	54
		Audit Committee report	54
		Fees billed by Deloitte & Touche	56
		Audit fees	56
		Audit-related fees	56
		Tax fees	57
		All other fees	57
		Policy on Audit Committee pre-approval of audit and permissible non-audit services of independent auditor	57
5	Other management proposals	Proposal 4: Approve Amendment to Articles of Incorporation	58
		ARTICLE VIII SPECIAL SHAREHOLDER MEETINGS	58
		Proposal 5: Approve French Sub Plan under the 2001 Stock Plan	59
		Material tax consequences	59
		Description of the 2001 Stock Plan	60
		Federal income tax consequences relating to the 2001 Stock Plan, as amended and restated	62
6	Shareholder proposals	Proposal 6: Shareholder proposal No. 1	65
		Proposal 7: Shareholder proposal No. 2	68




7	Information about the meeting	Proxy materials are available on the internet	70
		Proof of ownership required for attending meeting in person	70
		Participating in electronic meeting	70
		Soliciting proxies	71
		Householding	71
		Election of directors	71
		Voting procedures	71
		Tabulation of votes	71
		Majority vote standard for election of directors	71
		Vote required; effect of abstentions and broker non-votes	72
		Vote confidentiality	72
		Where to find more proxy voting information	73
		Where to find our corporate governance documents	73
		Proposals by Shareholders for 2017 Annual meeting	73
		Other business	74

Annex A — reconciliation of non-GAAP and GAAP financial measures			75

Annex B — French Sub Plan			76

Downtown Bellevue driving directions and parking			79

	~~Vote~~Reducing shares needed to call a special shareholders meeting from 25% to 15% of outstanding shares advances shareholder rights and puts the Company in ~~advance~~the mainstream of ~~the meeting~~best practice.			Page XX

5.		French Sub Plan under the 2001 Stock Plan	FOR	Providing tax-advantaged equity compensation to our French employees is required to offer market-competitive compensation.	Page XX

6.		Requesting certain proxy access bylaw amendments	AGAINST	We have a robust and workable proxy access bylaw that reflects extensive feedback from our investors, and has terms that are widely embraced by companies adopting proxy access and widely accepted by institutional shareholders’ voting policies.	Page XX

7.		Restricting actions that impair the effectiveness of shareholder votes	AGAINST	We provide our shareholders many rights protecting their vote. The proposal is too vague and does not ask us to take any specific action.	Page XX


Vote in ~~person~~ advance of the meeting
	~~Internet~~ Vote your shares atwww.proxyvote.com. Have your Notice of Internet Availability or proxy card in hand for the12-digit control number needed to vote.
~~Telephone~~			Call toll-free number ~~1-800-690-6903.~~ 1-800-690-6903
		~~Mail~~	Sign, date, and return the enclosed proxy card or voting instruction form.


Vote in person at the meeting						~~In person at the meeting~~ See Part 57 – “Informationabout the meeting” for details on admission requirements to attend the Annual Meeting.


Name Occupation		Director since		Other public boards	Committee memberships
Name Occupation	Age	Director since	Independent	Other public boards	AC	CC	GN	RPP

William H. Gates III Co-Chair and Trustee, Bill & Melinda Gates Foundation	60	1981	No	1

Teri L. List-Stoll Former Executive Vice President and CFO, DICK’S Sporting Goods, Inc.	53	2014	Yes	1

G. Mason Morfit President, ValueAct Capital	41	2014	Yes	0

Satya Nadella CEO, Microsoft	49	2014	No	0

Charles H. Noski Former Vice Chairman, Bank of America Corporation	64	2003	Yes	2

Helmut Panke Former Chairman of the Board of Management, BMW Bayerische Motoren Werke AG	70	2003	Yes	1

Sandra E. Peterson Group Worldwide Chairman, Johnson & Johnson	57	2015	Yes	0

Charles W. Scharf CEO, Visa, Inc.	51	2014	Yes	1

John W. Stanton Chairman, Trilogy Partnerships	61	2014	Yes	2

John W. Thompson Independent Chairman, Microsoft; Former CEO, Virtual Instruments, Inc.	67	2012	Yes	0

Padmasree Warrior U.S. CEO and global Chief Development Officer, NextEV	55	2015	Yes	0

AC	~~Audit Committee~~		~~Chair~~
CC	~~Compensation Committee~~		~~Member~~
GN	~~Governance and Nominating Committee~~		~~Financial expert~~
~~RPP~~	~~Regulatory and Public Policy Committee~~
AC: Audit Committee CC: Compensation Committee GN: Governance and Nominating Committee RPP: Regulatory and Public Policy Committee	^Chair	^Member	^{Financial expert}


Progressive shareholder rights			~~Shareholder rights~~
	●		~~Shareholder rights~~
		• Directors areelected by majority vote in uncontested elections ● • All directorselected annually ● • Our bylaws provide forproxy access by shareholders ● • We have a ~~confidential voting~~confidentialvoting policy ●~~Holders of 25% or more~~ • If Proposal 4 is approved,15% of outstanding shares can call a special meeting


Vigorous shareholder engagement			~~Shareholder outreach~~
	~~We maintain a vigorous shareholder engagement program.~~		~~Shareholder outreach~~
		During fiscal year ~~2015,~~2016, independent members of our Board and members of senior management conducted outreach to a cross-section ofshareholders owning ~~approximately~~ 40% of our ~~outstanding~~ shares.


	GAAP	non-GAAP*
Revenue	$85.3 billion (down 9%)	$92.0 billion (down 2%)
Operating income	$20.2 billion (up 11%)	$27.9 billion (down 1%)
Net income	$16.8 billion (up 38%)	$22.3 billion (up 3%)
Diluted earnings per share	$2.10 (up 42%)	$2.79 (up 6%)
Total cash returned to ~~over 15 million, with users growing at nearly 1 million per month by the end of the fiscal year.~~ ●~~Delivered~~shareholders	Increased 12% to $26.1 billion
One-year total shareholder return ~~of 8.67%.~~ ~~(1)~~	19.1%


Note about forward-looking statements

		This Proxy Statement includes estimates, projections and statements relating to our business plans, objectives and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report, including this Proxy Summary and Part 3 – “Named ~~Executive Officer~~executive officer compensation.” These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe risks and uncertainties that could cause actual results and events to differ materially in ~~Risk~~“Risk Factors,” “Quantitative and Qualitative Disclosures about Market Risk,” and “Management’s Discussion and ~~Analysis~~Analysis” sections of our Forms 10-K and 10-Q. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.


Pay for performance		~~Pay for performance~~

	~~Fiscal year 2015 executive compensation~~. Over 70% of fiscal year 2015 target compensation for our CEO and other named executive officers was paid through equity, providing direct alignment with returns to shareholders and incentives to drive long-term business success. The annual cash incentive awards for our named executive officers ranged from 100% to 130% of target and there were no special awards. The compensation package for our CEO is designed to motivate him to successfully implement our business transformation and create sustainable long-term value for shareholders by means of a long-term performance-based stock award. The one-time long-term award he received in February 2014 in connection with his promotion to CEO will provide equity compensation to Mr. Nadella if he successfully implements our business transformation, creates sustainable long-term value for shareholders, and as a result Microsoft performs well relative to the S&P 500 companies over the seven-year period. The evolution of executive compensation for fiscal year 2016 and ~~beyond. In~~beyond. Executing on our ~~2014 Proxy Statement, we committed~~commitment to ~~developing long-term incentives for~~transform our executive ~~officers~~pay program to include significant performance attributes, we increased the portion of total pay that ~~used~~is performance ~~measures aligned to~~based and the ~~evolution~~portion of Microsoft’s business models and long-term objectives, and to implementing those arrangements as part of the senior executive compensation program in fiscal year 2016. As described in Part 3 – “Named Executive Officer compensation-The Evolution ofincentive pay that is quantitatively determined using pre-established metrics. Our ~~Pay for Performance Philosophy,” our~~ fiscal year 2016 Executive Officer Incentive Plan awards for Mr. Nadella and his senior leadership team include stronger, explicit ties to specific long-term performance objectives that directly connect with achieving our three strategic ambitions. We introduced a structured framework for Mr. Nadella’s cash incentive award. We reduced the maximum award levels for the annual cash incentive and ~~over 90%~~in 2017 for performance stock awards. In 2017, we will apply pre-established financial metrics to formulaically determine 50% of ~~target~~the annual ~~compensation, on average, will be variable based on performance. Our say-on-pay vote in 2014, while passing, was lower than in previous years and not satisfactory to the Compensation Committee.~~cash incentive for all executive officers. These compensation changes respond to feedback we received through the say-on-pay vote and extensive shareholder engagement we conducted over the last year.		Fiscal year 2016 executive compensation. At least 70% of target compensation for our Chief Executive Officer (“CEO”) and other named executive officers (collectively, the “Named Executives”) was equity-based, providing direct alignment with returns to shareholders and incentives to drive long-term business success. The annual cash incentive awards for our Named Executives ranged from 100% to 140% of target consistent with our business performance and returns to shareholders. Mr. Nadella’s cash incentive was determined based on his performance in four weighted categories as described in greater detail in Part 3 – “Named executive officer compensation”. There were no special awards.


Sound program design

	We designed our executive officer compensation programs to attract, motivate, and retain the key executives who drive our success and industry leadership while considering individual and Company performance and alignment with the interests of ~~long-term~~long- term shareholders. We achieve our objectives through compensation that:
	✓	provides a competitive total pay opportunity,
	✓	consists primarily of stock-based compensation,
	✓	a majority of pay is performance – based enhances retention through multi-year vesting of stock awards, and
	✓	does not encourage unnecessary and excessive risk taking.


Best practices in executive compensation
	~~Some of our leading practices include:~~
	~~Some of our leading practices include:~~		✓	~~an executive compensation recovery policy,~~
	Our leading practices include: ✓			a clawback policy, an executive stock ownership policy,
	✓	a policy prohibiting pledging and hedging ownership of Microsoft stock,
	✓	no executive-only perquisites or benefits limited to charitable giving match,
	✓	no employment contracts or change in control protections, and
	✓	no supplemental executive retirement programs.


1	CORPORATE GOVERNANCE AT MICROSOFT	2	BOARD OF DIRECTORS	3	NAMED EXECUTIVE OFFICER COMPENSATION	4	AUDIT COMMITTEE MATTERS	5	INFORMATION ABOUT THE MEETING

✓ ~~Director Independence Guidelines~~	✓	Stock Ownership and Holding Requirements for
✓ ~~Microsoft Finance Code of Professional Conduct~~	Microsoft Corporation Executives


More broadly, citizenship at Microsoft relies on the combined efforts of all our employees, business and operational groups, and global subsidiaries. Together, they help identify emerging issues and societal challenges where Microsoft can add the greatest value, develop and implement new strategies and programs, and monitor our progress. Microsoft celebrated the launch of Windows 10 on July 29, 2015, by committing to Upgrade Your World, a yearlong initiative that celebrates people and organizations doing great things, including a series of partnerships with 10 global and 100 local nonprofit organizations. Find more information at~~http://aka.ms/windowsupgradeyourworld~~. Upgrade Your World is just one example of the many ways Microsoft contributes to local communities worldwide, as Microsoft and its employees donate more than $1 billion each year to more than 100,000 nonprofit organizations around the world. In September 2015 we announced a $75 million commitment to TEALS (Technology Education and Literacy in Schools) education though our YouthSpark initiative.


@		AskBoard@microsoft.com

		~~AskBoard@microsoft.com~~
	MSC 123/9999 Office of the Corporate Secretary Microsoft Corporation One Microsoft Way Redmond, WA 98052-6399

Name	Age	Director since	Occupation
William H. Gates III	59	1981	Co-Chair and Trustee, Bill & Melinda Gates Foundation
Teri L. List-Stoll	52	2014	Executive Vice President and CFO, DICK’S Sporting Goods, Inc.
G. Mason Morfit	40	2014	President, ValueAct Capital
Satya Nadella	48	2014	CEO, Microsoft
Charles H. Noski	63	2003	Former Vice Chairman, Bank of America Corporation
Helmut Panke	69	2003	Former Chairman of the Board of Management, BMW Bayerische
			Motoren Werke AG
Sandra E. Peterson	56	N/A	Group Worldwide Chairman, Johnson & Johnson
Charles W. Scharf	50	2014	CEO, Visa, Inc.
John W. Stanton	60	2014	Chairman, Trilogy International Partners, Inc.
John W. Thompson	66	2012	Independent Chairman, Microsoft; CEO, Virtual Instruments, Inc.
Padmasree Warrior	55	N/A	Former Chief Technology and Strategy Officer, Cisco Systems, Inc.


	~~Technology~~
	~~Leadership~~
	~~Global~~ ~~business~~
	~~Financial~~
	~~Public~~ ~~company~~ ~~board~~ ~~service and~~ ~~governance~~

is~~retained and terminated by, has its compensation fixed by, and reports solely to the Compensation Committee,~~

is~~independent of the Company,~~

~~will not perform any work for Company management except at the request of the Compensation Committee chair and in the capacity of the Committee’s agent, and~~

~~does not provide any unrelated services or products to the Company, its affiliates, or management, except for surveys purchased from the consultant firm.~~