¨ | Preliminary Proxy Statement |
x | Definitive Proxy Statement |
¨ | Definitive Additional Materials |
¨ | Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12 |
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. |
2001 Proxy Statement |
Annual Meeting of Shareholders |
The Annual Meeting of Shareholders of Microsoft Corporation will be held at the Washington State Convention and Trade Center, 800 Convention Place, Seattle, Washington, on November 7, 2001, at 8:00 A.M. |
Proxy Voting Options |
Your Vote is Important!Whether or not you expect to attend in person, we urge you to vote your shares by phone, via the Internet, or by signing, dating, and returning the enclosed proxy card at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares will save the Company the expense and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote your shares by mail. Sending in your proxy card will not prevent you from voting your stock at the meeting if you desire to do so, as your vote by proxy is revocable at your option. |
Voting by theInternetortelephoneis fast, convenient, and your vote is immediately confirmed and tabulated. Most important, by using the Internet or telephone, you help Microsoft reduce postage and proxy tabulation costs. |
Or, if you prefer, you can return the enclosed proxy card in the envelope provided. Please do not return the enclosed paper ballot if you are voting over the Internet or by telephone. |
Vote by Internet http://www.eproxy.com/msft 24 hours a day / 7 days a week Instructions:Read the accompanying Proxy Statement. Have your 11-digit control number located on your proxy card available. Point your browser tohttp://www.eproxy.com/msftand follow the instructions to cast your vote. You can also register to receive all future shareholder communications electronically, instead of in print. This means that the annual report, proxy statement, and other correspondence will be delivered to you electronically via e-mail. | Vote by Telephone (800) 840-1208 via touch tone phone toll-free 24 hours a day / 7 days a week Instructions:Read the accompanying Proxy Statement. Call toll-free (800) 840-1208. You will be asked to enter your 12-digit control number located on your proxy card. |
2001 Proxy Statement |
Annual Meeting of Shareholders |
The Annual Meeting of Shareholders of Microsoft Corporation will be held at the Washington State Convention and Trade Center, 800 Convention Place, Seattle, Washington, on November 7, 2001, at 8:00 A.M. |
Proxy Voting Options |
Your Vote is Important!Whether or not you expect to attend in person, we urge you to vote your shares by phone, via the Internet, or by signing, dating, and returning the enclosed proxy card at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares will save the Company the expense and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote your shares by mail. Sending in your proxy card will not prevent you from voting your stock at the meeting if you desire to do so, as your vote by proxy is revocable at your option. |
Voting by theInternetortelephoneis fast, convenient, and your vote is immediately confirmed and tabulated. Most important, by using the Internet or telephone, you help Microsoft reduce postage and proxy tabulation costs. |
Or, if you prefer, you can return the enclosed proxy card in the envelope provided. Please do not return the enclosed paper ballot if you are voting over the Internet or by telephone. |
Vote by Internet http://www.proxyvote.com/ 24 hours a day / 7 days a week Instructions:Read the accompanying Proxy Statement. Have your 12-digit control number located on your proxy card available. Point your browser tohttp://www.proxyvote.com/and follow the instructions to cast your vote. You can also register to receive all future shareholder communications electronically, instead of in print. This means that the annual report, proxy statement, and other correspondence will be delivered to you electronically via e-mail. | Vote by Telephone (800) 454-8683 via touch tone phone toll-free 24 hours a day / 7 days a week Instructions:Read the accompanying Proxy Statement. Call toll-free (800) 840-1208. You will be asked to enter your 12-digit control number located on your proxy card. |
2001 Proxy Statement |
Annual Meeting of Shareholders |
The Annual Meeting of Shareholders of Microsoft Corporation will be held at the Washington State Convention and Trade Center, 800 Convention Place, Seattle, Washington, on November 7, 2001, at 8:00 A.M. |
Ÿ | Stewart Street exit (exit #166) |
Ÿ | Left on Boren Avenue |
Ÿ | Right on Seneca Street |
Ÿ | Right on 8th Avenue |
Ÿ | Right intomain parking garage |
Ÿ | Follow above directions |
Ÿ | Right on Pike Street |
Ÿ | Sharp right on Hubbell Place toFreeway Park garage |
Ÿ | Madison Street/I-90 exit (exit 164A) |
Ÿ | Follow signs to Madison Street/Convention Place |
Ÿ | Right on Madison Street |
Ÿ | Left on 8th Avenue |
Ÿ | Right intomain parking garage |
Ÿ | Follow above directions |
Ÿ | Right on Pike Street |
Ÿ | Sharp right on Hubbell Place toFreeway Park garage |
1. To elect directors. |
2. To consider one shareholder proposal described in the accompanying Proxy Statement. |
3. To transact such other business as may properly come before the meeting. |
Names | Amount and Nature of Beneficial Ownership of Common Shares as of 9/10/2001(1) | Percent of Class | |||||
---|---|---|---|---|---|---|---|
William H. Gates | 661,749,300 | (2)(3) | 12.3 | % | |||
Steven A. Ballmer | 239,375,755 | 4.4 | % | ||||
Ann McLaughlin Korologos | 6,000 | (4) | * | ||||
David F. Marquardt | 2,132,698 | (5) | * | ||||
Raymond V. Gilmartin | 0 | * | |||||
Wm. G. Reed, Jr. | 616,872 | (6) | * | ||||
Jon A. Shirley | 7,856,351 | (7) | * | ||||
James I. Cash | 7,300 | * | |||||
Robert J. Herbold | 1,060,912 | (8) | * | ||||
Richard E. Belluzzo | 821,555 | (9) | * | ||||
James E. Allchin | 930,903 | (10) | * | ||||
Jeffrey S. Raikes | 6,802,844 | (11) | * | ||||
Executive Officers and Directors as a group (30 persons) | 936,438,268 | (12) | 17.3 | % | |||
* | 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 10, 2001, was Mr. Gates. |
(2) | The business address for Mr. Gates is: Microsoft Corporation, One Microsoft Way, Redmond, Washington 98052. |
(3) | Includes 368 common shares held by an entity owned by Mr. Gates, and does not include 214,260 common shares owned by Mr. Gates’ wife, as to which he disclaims beneficial ownership. |
(4) | Includes 5,000 shares that may be acquired within 60 days of September 10, 2001, pursuant to outstanding stock options (“Vested Options”). |
(5) | Includes 884,360 Vested Options. |
(6) | Includes 133,015 Vested Options. |
(7) | 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, and 575,000 Vested Options. |
(8) | Includes 1,050,000 Vested Options. |
(9) | Includes 821,430 Vested Options. |
(10) | Includes 905,000 Vested Options. |
(11) | Includes 385,000 Vested Options. |
(12) | Includes 15,790,654 Vested Options. |
Year | Annual Compensation | Long-Term Compensation Awards | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Name and Principal Position | Salary | Bonus(1) | Securities Underlying Options (#) | All Other Compensation(2) | |||||||
Steven A. Ballmer | 2001 | $494,076 | $171,444 | — | $ 5,100 | ||||||
Chief Executive Officer; | 2000 | 428,414 | 200,000 | — | 5,100 | ||||||
Director | 1999 | 388,392 | 272,181 | — | 4,800 | ||||||
William H. Gates | 2001 | 494,992 | 171,762 | — | — | ||||||
Chairman of the Board; | 2000 | 439,401 | 200,000 | — | — | ||||||
Chief Software Architect | 1999 | 400,213 | 223,160 | — | — | ||||||
Robert J. Herbold(3) | 2001 | 626,250 | 400,000 | — | 57,512 | ||||||
Executive Vice President | 2000 | 585,802 | 425,000 | 2,900,000 | 57,512 | ||||||
1999 | 562,465 | 363,693 | — | 50,997 | |||||||
Richard E. Belluzzo(4) | 2001 | 468,758 | 350,000 | 1,500,000 | 1,651,700 | ||||||
President; Chief Operating Officer | 2000 | 335,835 | 293,000 | — | 4,447,619 | ||||||
1999 | n/a | n/a | n/a | n/a | |||||||
James E. Allchin | 2001 | 419,576 | 275,000 | 1,000,000 | 3,200 | ||||||
Group Vice President, | 2000 | 355,263 | 275,000 | 3,000,000 | 3,925 | ||||||
Platforms | 1999 | 288,364 | 217,785 | — | 3,415 | ||||||
Jeffrey S. Raikes | 2001 | 420,826 | 275,000 | 1,000,000 | 5,100 | ||||||
Group Vice President, | 2000 | 370,991 | 258,500 | 3,000,000 | 5,250 | ||||||
Productivity and Business | 1999 | 309,629 | 211,820 | — | 5,119 | ||||||
Services | |||||||||||
(1) | The amounts disclosed in the Bonus column were all awarded under the Company’s Executive Bonus Plan. |
(2) | The amounts disclosed in the All Other Compensation column include Company contributions under the Company’s 401(k) plan, signing bonuses, relocation and resettlement allowances, and life insurance and disability premiums. |
(3) | The All Other Compensation amounts disclosed for Mr. Herbold include $46,197 each year for life insurance premiums, $6,215 in 2001 and 2000 for disability insurance premiums, and $5,100 in 2001 and 2000, and $4,800 in 1999 of Company contributions under the Company’s 401(k) plan. Mr. Herbold stepped down as the Company’s Chief Operating Officer in February 2001. |
(4) | Mr. Belluzzo joined Microsoft in September 1999. The All Other Compensation amounts disclosed for Mr. Belluzzo in 2001 include $1,643,700 required to be accrued as compensation by generally accepted accounting principles in connection with certain stock options granted to Mr. Belluzzo and $8,000 of Company contributions under the Company’s 401(k) plan. The All Other Compensation amounts disclosed for Mr. Belluzzo in 2000 include a $4,200,000 signing bonus, $242,619 in relocation and resettlement allowances, and $5,000 of Company contributions under the Company’s 401(k) plan. |
Individual Grants | Potential Realized Value at Assumed Annual Rates of Stock Price Appreciation for Option Term(2) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number of Securities Underlying Options Granted (#)(1) | Percent of Total Options Granted to Employees in Fiscal Year | ($/Share) | Expiration Date | |||||||||||||
Name | 0% ($) | 5% ($) | 10% ($) | |||||||||||||
Steven A. Ballmer | — | — | — | — | — | — | — | |||||||||
William H. Gates | — | — | — | — | — | — | — | |||||||||
Robert J. Herbold | — | — | — | — | — | — | — | |||||||||
Richard E. Belluzzo | 1,500,000 | 0.67 | % | $55.88 | Feb, 2011 | — | 136,521,731 | 217,388,040 | ||||||||
James E. Allchin | 1,000,000 | 0.45 | % | $55.88 | Feb, 2011 | — | 91,014,487 | 144,925,360 | ||||||||
Jeffrey S. Raikes | 1,000,000 | 0.45 | % | $55.88 | Feb, 2011 | — | 91,014,487 | 144,925,360 | ||||||||
(1) | All options listed were granted pursuant to the 2001 Stock Plan. Option exercise prices were at the market price when granted. The options have a term of 10 years and vest over 5 years. The exercise price and federal tax withholding may be paid in cash or with shares of Microsoft stock already owned. |
(2) | Potential realizable values are based on assumed annual rates of return specified by the Securities and Exchange Commission. Microsoft management has consistently cautioned shareholders and option holders that such increases in values are based on speculative assumptions and should not inflate expectations of the future value of their holdings. |
Shares Acquired on Exercise (#) | Value Realized ($) | Number of Securities Underlying Unexercised Options at Fiscal Year-End (#) | Value of Unexercised In-the-Money Options at Fiscal Year-End ($) | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Exercisable | Unexercisable | Exercisable | Unexercisable | |||||||||
Steven A. Ballmer | 0 | 0 | 0 | — | 0 | — | |||||||
William H. Gates | 0 | 0 | 0 | — | 0 | — | |||||||
Robert J. Herbold | 1,150,000 | $67,186,938 | 750,000 | 2,725,000 | $14,587,500 | $32,075,781 | |||||||
Richard E. Belluzzo | 0 | 0 | 553,572 | 4,446,428 | 2,062,503 | 38,062,497 | |||||||
James E. Allchin | 580,000 | 33,203,158 | 490,000 | 4,070,000 | 29,412,742 | 28,192,188 | |||||||
Jeffrey S. Raikes | 1,100,000 | 57,265,836 | 10,000 | 5,080,000 | 682,031 | 86,388,170 | |||||||
Audit Fees | $ 4,742,000 | |
Financial Information System Design and Implementation | — | |
Other | 14,722,000 | |
Total | $19,464,000 | |
(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 not call on police or military to enter their premises 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. |
WHEN PERFORMED | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Audit Committee Meetings | |||||||||||||
Jan | Apr | Aug | Nov | A/N | |||||||||
1. | The Committee will perform such other functions as assigned by law, the Company’s charter or bylaws, or the Board of Directors. | X | |||||||||||
2. | The Committee shall have the power to conduct or authorize investigations into any matters within the Committee’s scope of responsibilities. The Committee shall be empowered to retain independent counsel, accountants, or others to assist it in the conduct of any investigation. | X | |||||||||||
3. | The Committee may meet four times per year or more frequently as circumstances require. The Committee may ask members of management or others to attend the meeting and provide pertinent information as necessary. | X | |||||||||||
4. | Provide an open avenue of communication between the internal auditors, the independent public accountants, Finance management and the Board of Directors. Report Committee actions to the Board of Directors with such recommendations as the Committee may deem appropriate. | X | |||||||||||
5. | Review and update the Audit Committee Responsibilities Checklist annually. | X | |||||||||||
6. | Include the Committee charter disclosure in the annual proxy statement. | X | |||||||||||
7. | Include a copy of the Committee charter as an appendix to the proxy statement at least once every three years. | X | |||||||||||
8. | Recommend to the Board of Directors the independent public accountants to be nominated, approve the compensation, and review and approve the discharge of the independent public accountants. | X | |||||||||||
9. | Review and approve the appointment or change in the General Auditor. | X | |||||||||||
10. | Confirm and assure the independence of the independent public accountants, including a review of consulting services and related fees. | X | |||||||||||
11. | Verify the Committee consists of a minimum of three members who are financially literate, including at least one member who has financial sophistication. | X | |||||||||||
12. | Review the independence of each Committee member based on NASD and other applicable rules. | X |
WHEN PERFORMED | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Audit Committee Meetings | |||||||||||||
Jan | Apr | Aug | Nov | A/N | |||||||||
13. | Inquire of Finance management, the General Auditor, and the independent public accountants about significant risks or exposures and assess the steps management has taken to minimize such risk to the Company. | X | |||||||||||
14. | Review with the General Auditor, the independent public accountants and Finance management the audit scope and plan, and coordination of audit efforts to assure completeness of coverage, reduction of redundant efforts, the effective use of audit resources, and the use of independent public accountants other than the appointed auditors of MS. | X | |||||||||||
15. | Consider and review with the independent public accountants and the General Auditor: | ||||||||||||
a. The adequacy of the Company’s internal controls including computerized information system controls and security. | X | ||||||||||||
b. Any related significant findings and recommendations of the independent public accountants and internal audit together with management’s responses thereto. | X | ||||||||||||
16. | Review with Finance management any significant changes to GAAP and/or MAP policies or standards. | X | |||||||||||
17. | Review with Finance management and the independent public accountants at the completion of the annual audit: | X | X | ||||||||||
a. The Company’s annual financial statements and related footnotes. | |||||||||||||
b. The independent public accountants’ audit of the financial statements and its report thereon. | |||||||||||||
c. Any significant changes required in the independent public accountants’ audit plan. | |||||||||||||
d. Any serious difficulties or disputes with management encountered during the course of the audit. | |||||||||||||
e. Other matters related to the conduct of the audit which are to be communicated to the Committee under generally accepted auditing standards. | |||||||||||||
18. | Review policies and procedures with respect to transactions between the Company and officers and directors, or affiliates of officers or directors, or transactions that are not a normal part of the Company’s business. | X |
WHEN PERFORMED | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Audit Committee Meetings | |||||||||||||
Jan | Apr | Aug | Nov | A/N | |||||||||
19. | Consider and review with Finance management and the General Auditor: | X | |||||||||||
a. Significant findings during the year and management’s responses thereto. | |||||||||||||
b. Any difficulties encountered in the course of their audits, including any restrictions on the scope of their work or access to required information. | |||||||||||||
c. Any changes required in planned scope of their audit plan. | |||||||||||||
20. | Review filings (including interim reporting) with the SEC and other published documents containing the Company’s financial statements and consider whether the information contained in these documents is consistent with the information contained in the financial statements before it is filed with the SEC or other regulators. | X | |||||||||||
21. | Monitor the appropriate standards adopted as a code of conduct for Microsoft Corporation’s Business Practice Standards and Compliance. Review with Finance management and Legal and Corporate Affairs the results of the review of the Company’s monitoring compliance with Microsoft Corporation’s Business Practice Standards and Compliance Policy. | X | |||||||||||
22. | Review legal and regulatory matters that may have a material impact on the financial statements, related Company compliance policies, and programs and reports received from regulators. | X | |||||||||||
23. | Meet with the General Auditor, the independent public accountants, and Finance management in separate executive sessions to discuss any matters that the Committee or these groups believe should be discussed privately with the Audit Committee. | X | |||||||||||
24. | Call the Chairman of the Audit Committee prior to earnings release. | X | X | X | X | ||||||||
25. | Provide a report in the annual proxy that includes the Committee’s review and discussion of matters with management and the independent public accountants. | X |
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 RICHARD E. BELLUZZO, 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 7, 2001 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. | Please mark your votes as indicated | x |
FOR election of all nominees | WITHHOLD vote from all nominees | FOR | AGAINST | ABSTAIN | |||||||
1. | Election of directors: 01 William H. Gates, 02 Steven A. Ballmer, 03 James I. Cash, 04 Raymond V. Gilmartin, 05 David F. Marquardt, 06 Ann McLaughlin Korologos, 07 Wm. G. Reed, Jr., and 08 Jon A. Shirley | o | o | 2. | Shareholder Proposal No. 1 (The Board recommends a vote against this proposal) | o | o | o | |||
3. | In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. | ||||||||||
Except for nominee(s) listed below from whom vote is withheld: | 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. | ||||||||||
FOLD AND DETACH HERE AND READ THE REVERSE SIDE |
Your vote is important! You can vote in one of three ways: |
Vote by Internet
http://www.eproxy.com/msft
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Instructions: Follow the instructions at our Internet address above.
If you wish to access future annual reports and proxy statements electronically via the Internet and no longer receive printed material, please provide your consent when you vote online.
Vote by Telephone
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Instructions: Have your proxy card in hand. Call toll-free (800) 840-1208 on a touch tone telephone. There is no charge to you for this call.
You will be asked to enter your 11-digit Control Number, which is located in the box in the lower right hand corner of this form. Follow the recorded instructions.
Vote by Proxy Card Enclosed
|
NOTE: If you voted by internet or telephone,
there is no need to mail back your proxy card.
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 RICHARD E. BELLUZZO, 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 7, 2001 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 AS RECOMMENDED BY THE BOARD OF DIRECTORS. | Please mark your votes as indicated | x |
FOR election of all nominees | WITHHOLD vote from all nominees | FOR | AGAINST | ABSTAIN | |||||||
1. | Election of directors: 01 William H. Gates, 02 Steven A. Ballmer, 03 James I. Cash, 04 Raymond V. Gilmartin, 05 David F. Marquardt, 06 Ann McLaughlin Korologos, 07 Wm. G. Reed, Jr., and 08 Jon A. Shirley | o | o | 2. | Shareholder Proposal No. 1 (The Board recommends a vote against this proposal) | o | o | o | |||
3. | In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. | ||||||||||
Except for nominee(s) listed below from whom vote is withheld: | 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: _________________, 2001 |
FOLD AND DETACH HERE |