PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THESECURITIES EXCHANGE ACT OF 1934Filed by the Registrant xFiled by a Party other than the Registrant ¨Check the appropriate box:
¨ Preliminary Proxy Statement
x Definitive Proxy Statement
¨ | Definitive Additional Materials |
¨ | Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12 |
x
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No fee required.
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¨
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Fee computed on
table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(1)
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Title of each class of securities to which transaction applies: |
(2)
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Aggregate number of securities to which transaction applies: |
(3)
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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): |
(4)
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Proposed maximum aggregate value of transaction: |
¨
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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.
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(1)
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Amount Previously
Paid:
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(2)
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Form, Schedule or
Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Sincerely,
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/s/
Robert J. Herbold
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Robert J. Herbold
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Executive Vice President and Chief
Operating Officer
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1. To elect
directors.
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2. To approve
the adoption of the 1999 Stock Option Plan for Non-Employee
Directors.
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3. To
transact such other business as may properly come before the
meeting.
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BY ORDER OF THE BOARD OF DIRECTORS
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/s/
William H. Neukom
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William H. Neukom, Secretary
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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 expense
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.
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Names
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Amount and Nature of
Beneficial Ownership of Common Shares as of 9/10/99(1) |
Percent of Class
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---|---|---|---|---|---|---|
William H. Gates | 787,055,600 | (2)(3) | 15.3 | % | ||
Paul G. Allen | 260,723,896 | (4) | 5.1 | % | ||
Jill E. Barad | 129,000 | (5) | * | |||
Richard A. Hackborn | 50,000 | (6) | * | |||
David F. Marquardt | 2,169,228 | (7) | * | |||
Wm. G. Reed, Jr. | 601,872 | (8) | * | |||
Jon A. Shirley | 10,180,362 | (9) | * | |||
Steven A. Ballmer | 239,626,854 | (2) | 4.7 | % | ||
Robert J. Herbold | 934,783 | (10) | * | |||
Paul A. Maritz | 747,064 | (11) | * | |||
Michel Lacombe | 3,120,008 | (12) | * | |||
Executive Officers and Directors as a group (24 persons) | 1,327,455,492 | (13) | 25.7 | % |
*
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Less than 1%.
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(1)
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Beneficial
ownership represents sole voting and investment power. To the
Companys knowledge, the only shareholders who beneficially
owned more than 5% of the outstanding common shares as of
September 10, 1999, were Messrs. Gates and Allen.
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(2)
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The business
address for Messrs. Gates and Ballmer is: Microsoft Corporation,
One Microsoft Way, Redmond, Washington 98052.
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(3)
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Does not include
214,460 shares owned by Mr. Gates wife, as to which he
disclaims beneficial ownership.
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(4)
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Includes 1,280,000
shares that may be purchased within 60 days of September 10, 1999,
pursuant to outstanding stock options (Vested Options
). Mr. Allens business address is: Vulcan Northwest, Inc.,
110110th Avenue N.E., Suite 550, Bellevue, Washington 98004.
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(5)
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Includes 120,000
Vested Options.
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(6)
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Includes 20,000
Vested Options.
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(7)
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Includes 920,000
Vested Options.
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(8)
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Includes 560,000
Vested Options.
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(9)
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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 101,550 shares held by Mr. Shirley as trustee
under trusts for two grandsons, and 920,000 Vested Options.
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(10)
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Includes 925,000
Vested Options.
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(11)
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Includes 718,000
Vested Options.
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(12)
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Includes 1,320,000
Vested Options.
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(13)
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Includes 17,419,640
Vested Options.
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Name and Principal
Position
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Year
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Annual Compensation
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Long-Term
Compensation Awards |
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Salary
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Bonus(1)
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Securities
Underlying Options(#) |
All Other
Compensation(2) |
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William H. Gates | 1999 | $400,213 | $223,160 | 0 | 0 | ||||||||||
Chairman of the Board; | 1998 | 368,874 | 173,423 | 0 | 0 | ||||||||||
Chief Executive Officer; Director | 1997 | 349,992 | 241,360 | 0 | 0 |
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Steven A. Ballmer | 1999 | 388,392 | 272,181 | 0 | $4,800 | ||||||||||
President | 1998 | 337,429 | 205,598 | 0 | 4,800 | ||||||||||
1997 | 316,242 | 265,472 | 0 | 5,125 |
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Robert J. Herbold | 1999 | 562,465 | 363,693 | 0 | 50,997 | ||||||||||
Executive Vice President; | 1998 | 535,773 | 572,317 | 0 | 76,833 | ||||||||||
Chief Operating Officer | 1997 | 536,127 | 673,096 | 0 | 50,094 |
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Paul A. Maritz | 1999 | 331,213 | 246,647 | 0 | 4,940 | ||||||||||
Group Vice President, | 1998 | 311,223 | 205,215 | 0 | 5,314 | ||||||||||
Developer | 1997 | 282,084 | 243,105 | 0 | 5,025 |
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Michel Lacombe | 1999 | 356,983 | 222,796 | 0 | 0 | ||||||||||
Senior Vice President; President, Europe, | 1998 | 335,570 | 257,503 | 0 | 0 | ||||||||||
Middle East, and Africa Region | 1997 | 333,951 | 278,050 | 0 | 0 |
(1)
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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 1997 and 1998 pursuant to
a signing bonus.
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(2)
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The amounts
disclosed in this column only include Company contributions under
the Companys 401(k) plan, except that for Mr. Herbold, it
also includes $45,344 in 1997, $72,033 in 1998, and $46,197 in
1999, for life insurance premiums.
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No stock options were granted to any Named Executive Officers during fiscal 1999.
Name
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Shares
Acquired on Exercise (#) |
Value Realized
($) |
Number of Securities
Underlying Unexercised Options at Fiscal Year-End(#) |
Value of Unexercised
In-the-Money Options at Fiscal Year-End($) |
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---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Exercisable
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Unexercisable
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Exercisable
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Unexercisable
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William H. Gates | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||
Steven A. Ballmer | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||
Robert J. Herbold | 130,000 | $ 6,188,438 | 1,000,000 | 1,350,000 | $ 83,406,250 | $112,598,438 | ||||||||||||
Paul A. Maritz | 2,214,000 | 144,701,622 | 1,544,000 | 948,000 | 132,945,800 | 80,495,475 | ||||||||||||
Michel Lacombe | 0 | 0 | 1,320,000 | 1,020,000 | 113,717,250 | 78,065,628 |
If Mr. Herbold s employment is terminated for any reason other than Misconduct or voluntary resignation, Microsoft and Mr. Herbold will negotiate in good faith a reasonable severance package with a minimum of 18 months base salary. For severance purposes, Misconduct is limited to the commission of a felony or any other intentional misconduct that has a material adverse effect upon the business or reputation of Microsoft.
Fiscal Year Ended June
30
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1994
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1995
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1996
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1997
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1998
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1999
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(Dollars) | ||||||||||||||||||
Microsoft | 100 | 175 | 233 | 490 | 840 | 1,398 | ||||||||||||
Nasdaq | 100 | 163 | 217 | 274 | 414 | 631 | ||||||||||||
S&P 500 | 100 | 123 | 151 | 199 | 255 | 309 |
A COPY OF THE
COMPANYS FORM 10-K REPORT FOR FISCAL YEAR 1999, CONTAINING
INFORMATION ON OPERATIONS, FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, IS AVAILABLE UPON REQUEST. PLEASE WRITE TO:
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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 Meydenbauer Center, 11100 NE 6th Street, Bellevue, Washington on November 10, 1999 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 MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2. | Please mark
your votes as indicated |
x
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FOR election of all
nominees
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WITHHOLD vote from
all nominees
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|||||||||||||||
1.
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Election of directors: William H. Gates, Paul G. Allen, Richard A. Hackborn, David F. Marquardt, Wm G. Reed, Jr., and Jon A. Shirley | o
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o
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2.
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Proposal to approve the 1999 Stock Option Plan for Non-Employee Directors. | FOR
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AGAINST
o |
ABSTAIN
o |
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Except for nominee(s) listed below from whom vote is withheld:
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3.
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In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. |
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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: | |
, 1999 |
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 Meydenbauer Center, 11100 NE 6th Street, Bellevue, Washington on November 10, 1999 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 MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2. | Please mark
your votes as indicated |
x
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FOR election of all
nominees
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WITHHOLD vote from
all nominees
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|||||||||||||||
1.
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Election of directors: William H. Gates, Paul G. Allen, Richard A. Hackborn, David F. Marquardt, Wm G. Reed, Jr., and Jon A. Shirley | o
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o
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2.
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Proposal to approve the 1999 Stock Option Plan for Non-Employee Directors. | FOR
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AGAINST
o |
ABSTAIN
o |
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Except for nominee(s) listed below from whom vote is withheld:
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3.
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In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. |
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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: | |
, 1999 |
FOLD AND DETACH HERE
YOUR VOTE IS
IMPORTANT!
YOU CAN VOTE IN ONE OF TWO WAYS:
1. Vote by Internet at the Internet address: http://www.eproxy.com/msft
OR
2. Mark, sign and date this proxy card and return promptly in the enclosed envelope.
[LOGO OF MSFT] | [LOGO OF MICROSOFT] |
Microsoft Investor Relations | www.microsoft/com/msft/ | www.microsoft.com |
VOTE YOUR PROXY OVER THE INTERNET!
> It's fast, convenient, and your vote is immediately confirmed and tabulated. Most important, by choosing to vote over the Internet, you help Microsoft reduce postage and proxy tabulation costs.
YOUR VOTE IS IMPORTANT! Using the Internet, you can vote anytime, 24 hours a day. Or if you prefer, you can return the enclosed paper ballot in the envelope provided. Please do not return the enclosed paper ballot if you are voting over the Internet.
HOW TO VOTE OVER THE INTERNET
1. | Read the accompanying Proxy Statement. | ||||
2. | Have your 11-digit control number located on your voting ballot available. | ||||
3. | Point your browser to http://www.eproxy.com/msft/ | ||||
4. | Follow the instructions. | ||||
| you can simply cast your vote, | OR
|
| you can cast your vote and register to receive all future shareholder communications electronically, instead of in print. This means that the annual report, proxy, and other correspondence will be delivered to you electronically via e-mail. |
[LOGO OF MSFT] | [LOGO OF MICROSOFT]
|
Microsoft Investor Relations | www.microsoft/com/msft/ | www.microsoft.com |
VOTE YOUR PROXY OVER THE INTERNET OR BY TELEPHONE!
> It's 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.
YOUR VOTE IS IMPORTANT! Using the Internet or telephone, you can vote anytime, 24 hours a day. Or if you prefer, you can return the enclosed paper ballot in the envelope provided. Please do not return the enclosed paper ballot if you are voting over the Internet or by telephone.
VOTING OPTIONS
1
|
VOTE OVER THE INTERNET:
|
OR
|
2
|
VOTE BY TELEPHONE:
|
|||
| Read the accompanying Proxy Statement. | | Read the accompanying Proxy Statement. | ||||
| Have your 12-digit control number located on your voting ballot available. | | Have your 12-digit control number located on your voting ballot available. | ||||
| Point your browser to http://www.proxyvote.com/ | | Using a touch-tone phone, call the toll-free number shown on your voting ballot. | ||||
| Follow the instructions. | | Following the recorded instructions. | ||||
> | you can simply cast your vote, | ||||||
or | |||||||
> | you can cast your vote and register to receive all future shareholder communications electronically, instead of in print. This means that the annual report, proxy, and other correspondence will be delivered to you electronically via e-mail. |