x | No fee required. |
¨ | $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2). |
¨ | $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). |
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:1 | |
(4) | Proposed maximum aggregate value of transaction: |
¨ | 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. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Filing Date: |
1 | Set forth the amount on which the filing fee is calculated and state how it was determined. |
Sincerely, |
Robert J. Herbold |
Executive Vice President and Chief Operating Officer |
1. To elect directors. |
2. To approve the adoption of the 2001 Stock Plan. |
3. To consider two shareholder proposals described in the accompanying Proxy Statement. |
4. To transact such other business as may properly come before the meeting. |
BY ORDER OF THE BOARD OF DIRECTORS |
William H. Neukom, Secretary |
Whether or not you expect to attend in person, we urge you to sign, date, and return the enclosed Proxy at your earliest convenience. This will ensure the presence of a quorum at the meeting.Promptly signing, dating, and returning the Proxy will save the Company the expenses and extra work of additional solicitation.An addressed envelope for which no postage is required if mailed in the United States is enclosed for that purpose. Sending in your Proxy will not prevent you from voting your stock at the meeting if you desire to do so, as your Proxy is revocable at your option. |
Names | Amount and Nature of Beneficial Ownership of Common Shares as of 9/8/00(1) | Percent of Class | ||||
---|---|---|---|---|---|---|
William H. Gates | 731,749,668 | (2)(3) | 13.7 | % | ||
Steven A. Ballmer | 239,626,832 | 4.5 | % | |||
David F. Marquardt | 1,873,810 | (4) | * | |||
Ann McLaughlin | 1,000 | * | ||||
W. G. Reed, Jr. | 611,872 | (5) | * | |||
Jon A. Shirley | 9,184,971 | (6) | * | |||
Robert J. Herbold | 985,246 | (7) | * | |||
James E. Allchin | 1,015,327 | (8) | * | |||
Jeffrey S. Raikes | 7,527,175 | (9) | * | |||
Executive Officers and Directors as a group (31 persons) | 1,011,455,169 | (10) | 18.8 | % |
* | Less than 1%. |
(1) | Beneficial ownership represents sole voting and investment power. To the Company’s knowledge, the only shareholder who beneficially owned more than 5% of the outstanding common shares as of September 8, 2000, was Mr. Gates. |
(2) | The business address for Mr. Gates is: Microsoft Corporation, One Microsoft Way, Redmond, Washington 98052. |
(3) | Does not include 214,460 shares owned by Mr. Gates’ wife, as to which he disclaims beneficial ownership. |
(4) | Includes 930,000 shares that may be purchased within 60 days of September 8, 2000, pursuant to outstanding stock options (“ Vested Options”). |
(5) | Includes 521,000 Vested Options. |
(6) | Includes 1,323,670 shares held by the Shirley Family Limited Partnership, a limited partnership of which Mr. Shirley is the president of the sole general partner, 50,000 shares held by the Shirley Investment Company, and 930,000 Vested Options. |
(7) | Includes 975,000 Vested Options. |
(8) | Includes 990,000 Vested Options. |
(9) | Includes 1,110,000 Vested Options. |
(10) | Includes 17,860,533 Vested Options. |
Name and Principal Position | Year | Annual Compensation | Long-Term Compensation Awards | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Salary | Bonus(1) | Securities Underlying Options(#) | All Other Compensation(2) | |||||||
Steven A. Ballmer | 2000 | $428,414 | $200,000 | 0 | $5,100 | |||||
President and | 1999 | 388,392 | 272,181 | 0 | 4,800 | |||||
Chief Executive Officer; Director | 1998 | 337,429 | 205,598 | 0 | 4,800 | |||||
William H. Gates | 2000 | 439,401 | 200,000 | 0 | 0 | |||||
Chairman of the Board; | 1999 | 400,213 | 223,160 | 0 | 0 | |||||
Chief Software Architect; Director | 1998 | 368,874 | 173,423 | 0 | 0 | |||||
Robert J. Herbold | 2000 | 585,802 | 425,000 | 2,900,000 | 57,512 | |||||
Executive Vice President; | 1999 | 562,465 | 363,693 | 0 | 50,997 | |||||
Chief Operating Officer | 1998 | 535,773 | 572,317 | 0 | 76,833 | |||||
James E. Allchin | 2000 | 355,263 | 275,000 | 3,000,000 | 3,925 | |||||
Group Vice President, | 1999 | 288,364 | 217,785 | 0 | 3,415 | |||||
Platforms | 1998 | 264,900 | 184,019 | 0 | 3,460 | |||||
Jeffrey S. Raikes | 2000 | 370,991 | 258,500 | 3,000,000 | 5,250 | |||||
Group Vice President, | 1999 | 309,629 | 211,820 | 0 | 5,119 | |||||
Productivity and Business Services | 1998 | 288,930 | 197,447 | 0 | 4,956 |
(1) | The amounts disclosed in the Bonus column were all awarded under the Company’s Executive Bonus Plan, except the amounts disclosed for Mr. Herbold include payments of $250,000 in 1998 pursuant to a signing bonus. |
(2) | The amounts disclosed in this column only include Company contributions under the Company’s 401(k) plan, except that the amounts for Mr. Herbold also includes $72,033, $46,197, and $46,197 in 1998, 1999, and 2000, respectively, for life insurance premiums, and $6,215 in 2000 for disability premiums. |
Individual Grants | Potential Realized Value at Assumed Annual Rates of Stock Price Appreciation for Option Term(2) | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number of Securities Underlying Options Granted(#)(1) | Percent of Total Options Granted to Employees in Fiscal Year | ($/Share) | Expiration Date | ||||||||||||
Name | 0%($) | 5%($) | 10%($) | ||||||||||||
Steven A. Ballmer | 0 | 0 | 0 | N/A | 0 | 0 | 0 | ||||||||
William H. Gates | 0 | 0 | 0 | N/A | 0 | 0 | 0 | ||||||||
Robert J. Herbold | 600,000 | $90.63 | March, 2010 | 0 | $ 88,571,145 | $141,034,746 | |||||||||
300,000 | 66.63 | April, 2010 | 0 | 32,557,531 | 51,842,427 | ||||||||||
2,000,000 | 69.38 | May, 2010 | 0 | 226,009,129 | 359,881,766 | ||||||||||
2,900,000 | 0.95 | % | 0 | 347,137,805 | 552,758,939 | ||||||||||
James E. Allchin | 2,000,000 | 90.63 | March, 2010 | 0 | 295,237,151 | 470,115,821 | |||||||||
1,000,000 | 66.63 | April, 2010 | 0 | 108,525,105 | 172,808,091 | ||||||||||
3,000,000 | 0.99 | % | 0 | 403,762,256 | 642,923,912 | ||||||||||
Jeffrey S. Raikes | 2,000,000 | 90.63 | March, 2010 | 0 | 295,237,151 | 470,115,821 | |||||||||
1,000,000 | 66.63 | April, 2010 | 0 | 108,525,105 | 172,808,091 | ||||||||||
3,000,000 | 0.99 | % | 0 | 403,762,256 | 642,923,912 |
(1) | All options listed were granted pursuant to the 1991 Stock Option Plan. Option exercise prices were at the market price when granted. The options have a term of 10 years and vest over 5 years. The exercise price and federal tax withholding may be paid in cash or with shares of Microsoft stock already owned. |
(2) | Potential realizable values are based on assumed annual rates of return specified by the Securities and Exchange Commission. Microsoft management has consistently cautioned shareholders and option holders that such increases in values are based on speculative assumptions and should not inflate expectations of the future value of their holdings. |
Name | Shares Acquired on Exercise (#) | Value Realized ($) | Number of Securities Underlying Unexercised Options at Fiscal Year-End(#) | Value of Unexercised In-the-Money Options at Fiscal Year-End($) | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Exercisable | Unexercisable | Exercisable | Unexercisable | |||||||||
Steven A. Ballmer | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
William H. Gates | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Robert J. Herbold | 625,000 | $56,799,919 | 975,000 | 3,650,000 | $70,413,281 | $79,426,563 | ||||||
James E. Allchin | 550,000 | 51,639,375 | 950,000 | 3,190,000 | 64,872,780 | 27,440,938 | ||||||
Jeffrey S. Raikes | 1,560,000 | 144,827,175 | 1,110,000 | 4,080,000 | 79,885,067 | 70,448,170 |
WHEREAS, corporate campaign contributions and lobbying expenses have reached record levels; |
WHEREAS, public opinion polls demonstrate widespread support for campaign finance reforms limiting the political influence of large-money contributors, including corporations; |
WHEREAS, corporations spent a record $1.42 billion on lobbying in 1998, up 13% from the previous year, according to the non-partisan Center for Responsive Politics. The number of registered Washington-based lobbyists rose to 20,512 in 1998, up from the previous year and representing 38 lobbyists for each member of Congress; |
WHEREAS, Microsoft is the nation’s fourth largest corporate soft-money contributed (exceeded only by AT&T, United Parcel Service and Philip Morris) during the current 1999-2000 federal campaign cycle (source: Center for Responsive Politics;www.opensecrets.org); |
WHEREAS, several large companies, including General Motors, Time Warner and Ameritech, have adopted policies prohibiting unregulated “soft money” political contributions; |
RESOLVED, that Microsoft publishes a report to shareholders outlining its policies and use of shareholder funds for political purposes. The report shall: a) summarize Microsoft’s federal, state and local campaign finance contributions (including soft money contributions) and lobbying expenses; b) summarize the company’s policies applied in allocating shareholder funds for political purposes; and c) summarize the corporation’s lobbying position on campaign finance reform. This report shall be prepared at reasonable cost, and may omit confidential information. The report shall be made available to shareholders, no later than April 30, 2001. |
Supporting Statement: |
“I see in the near future a crisis approaching that unnerves me and causes me to tremble for the safety of my country...corporations have been enthroned and an era of corruption in high places will follow, and the money power of the country will endeavor to prolong its reign by working upon the prejudices of the people until all wealth is aggregated in a few hands and the Republic destroyed.”—Abraham Lincoln, 1864 |
In the midst of the Civil War, President Abraham Lincoln warned of the dangers to a democracy when political power is concentrated. Lincoln’s words ring as true today as they did seven score years ago. A growing number of Americans are worried about special interests taking over our political process. |
As shareholders we should be concerned that our company is winning in the marketplace because it delivers superior products and services to its customers, not because it has superior access to political leaders who make the rules. Political control is fleeting, leaving companies relying on this strategy vulnerable to public backlash. |
As shareholders and citizens we bear a responsibility for the political investments of our corporation. It is our responsibility to assure that our company is using its political influence prudently and in a fashion that doesn’t trample upon the interests of others in our democracy. Please vote YES. |
WHEREAS: our company’s business practices in China respect human and labor rights of workers. The eleven principles below were designed to commit a company to a widely accepted and thorough set of human and labor rights standards for China. They were defined by the International Labor Organization, the United Nations Covenants on Economic, Social and Cultural Rights, and Civil, and Political Rights. They have been signed by the Chinese government and China’s national laws. |
(1) No goods or products produced within our company’s facilities or those of suppliers shall be manufactured by bonded labor, forced labor, within prison camps or as part of reform-through-labor or reeducation-through-labor programs. |
(2) Our facilities and suppliers shall adhere to wages that meet workers’ basic needs, fair and decent working hours, and at a minimum, to the wage and hour guidelines provided by China’s national labor laws. |
(3) Our facilities and suppliers shall prohibit the use of corporal punishment, any physical, sexual or verbal abuse or harassment of workers. |
(4) Our facilities and suppliers shall use production methods that do not negatively affect the worker’s occupational safety and health. |
(5) Our facilities and suppliers shall prohibit any police or military presence designed to prevent workers from exercising their rights. |
(6) We shall undertake to promote the following freedoms among our employees and the employees of our suppliers: freedom of association and assembly, including the rights to form unions and bargain collectively; freedom of expression, and freedom from arbitrary arrest or detention. |
(7) Company employees and those of our suppliers shall not face discrimination in hiring, remuneration or promotion based on age, gender, marital status, pregnancy, ethnicity or region of origin. |
(8) Company employees and those of our suppliers shall not face discrimination in hiring, remuneration or promotion based on labor, political or religious activity, or on involvement in demonstrations, past records of arrests or internal exile for peaceful protest, or membership in organizations committed to non-violent social or political change. |
(9) Our facilities and suppliers shall use environmentally responsible methods of production that have minimum adverse impact on land, air and water quality. |
(10) Our facilities and suppliers shall prohibit child labor, at a minimum comply with guidelines on minimum age for employment within China’s national labor laws. |
��(11) We will issue annual statements to the Human Rights for Workers in China Working Group detailing our efforts to uphold these principles and to promote these basic freedoms. |
RESOLVED: Shareholders request the Board to make all possible lawful efforts to implement and/or increase activity on each of the principles named above in the People’s Republic of China. |
SUPPORTING STATEMENT: As U.S. companies import more goods, consumer and shareholder concern is growing about working conditions in China that fall below basic standards of fair and humane treatment. We hope that our company can prove to be a leader in its industry and embrace these principles. |
DATED: Redmond, Washington, September 28, 2000. |
A COPY OF THE COMPANY’S FORM 10-K REPORT FOR FISCAL YEAR 2000, CONTAINING INFORMATION ON OPERATIONS, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, IS HEREBY INCORPORATED INTO THIS PROXY STATEMENT BY REFERENCE AND IS AVAILABLE UPON REQUEST. PLEASE CONTACT: |
[LOGO OF MSFT] | [LOGO OF MICROSOFT] |
Microsoft Investor Relations | www.microsoft/com/msft/ | www.microsoft.com |
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This proxy when properly signed will be voted in the manner directed herein by the undersigned shareholder.
IF NO DIRECTION IS PROVIDED, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2, AND AGAINST PROPOSALS 3 AND 4.
Please mark you votes as indicated [X]
FOR election of all nominees | WITHHOLD vote | |||
1. | Election of directors: 01William H. Gates, 02 Steven A. Ballmer, 03 David F. Marquardt, 04 Ann McLaughlin, 05 W. G. Reed, Jr., and 06 Jon A. Shirley | [_] | [_] | |
Except for nominee(s) listed below from whom vote is withheld: | ||||
_________________________________________ | ||||
FOR | AGAINST | ABSTAIN | ||
2. | Proposal to approve the 2001 Stock Plan. | [_] | [_] | [_] |
3. | Shareholder Proposal No. 1 | [_] | [_] | [_] |
4. | Shareholder Proposal No. 2 | [_] | [_] | [_] |
5. | In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. |
IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by an authorized person.
Signature_______________ | Signature if held jointly_______________ | Dated:______________, 2000 |
FOLD AND DETACH HERE |
MICROSOFT CORPORATION
P R O X Y
FOR ANNUAL MEETING OF THE SHAREHOLDERS OF MICROSOFT CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints WILLIAM H. GATES and ROBERT J. HERBOLD, and each of them, with full power of substitution, as proxies to vote the shares which the undersigned is entitled to vote at the Annual Meeting of the Company to be held at the Washington State Convention and Trade Center, 800 Convention Place, Seattle, Washington, on November 9, 2000 at 8:00 a.m. and at any adjournments thereof.
(Continued and to be signed on the reverse side)
FOLD AND DETACH HERE
This proxy when properly signed will be voted in the manner directed herein by the undersigned shareholder.
IF NO DIRECTION IS PROVIDED, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2, AND AGAINST PROPOSALS 3 AND 4.
Please mark you votes as indicated [X]
FOR election of all nominees | WITHHOLD vote | |||
1. | Election of directors: 01 William H. Gates, 02 Steven A. Ballmer, 03 David F. Marquardt, 04 Ann McLaughlin, 05 W. G. Reed, Jr., and 06 Jon A. Shirley | [_] | [_] | |
Except for nominee(s) listed below from whom vote is withheld: | ||||
_________________________________________ | ||||
FOR | AGAINST | ABSTAIN | ||
2. | Proposal to approve the 2001 Stock Plan. | [_] | [_] | [_] |
3. | Shareholder Proposal No. 1 | [_] | [_] | [_] |
4. | Shareholder Proposal No. 2 | [_] | [_] | [_] |
5. | In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. |
IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by an authorized person.
Signature_______________ | Signature if held jointly_______________ | Dated:______________, 2000 |
FOLD AND DETACH HERE AND READ THE REVERSE SIDE |
YOUR VOTE IS IMPORTANT! | ||
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THANK YOU FOR VOTING.
MICROSOFT CORPORATION
P R O X Y
FOR ANNUAL MEETING OF THE SHAREHOLDERS OF MICROSOFT CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints WILLIAM H. GATES and ROBERT J. HERBOLD, and each of them, with full power of substitution, as proxies to vote the shares which the undersigned is entitled to vote at the Annual Meeting of the Company to be held at the Washington State Convention and Trade Center, 800 Convention Place, Seattle, Washington, on November 9, 2000 at 8:00 a.m. and at any adjournments thereof.
(Continued and to be signed on the reverse side)
FOLD AND DETACH HERE