Microsoft : Official notification to shareholders of matters to be brought to a vote ("Proxy")

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. __ )

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Filed by a Party other than the Registrant ☐

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• Preliminary Proxy Statement
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  ☒ Definitive Proxy Statement
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Microsoft Corporation

(Name of Registrant as Specified In Its Charter)

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Fiscal Year 2019 Highlights

Microsoft works to conduct business in ways that are principled, transparent, and accountable to our shareholders and other key stakeholders. We believe doing so generates long-term value. As we work to help everyone achieve more, we are committed to improving our world and reporting our progress. Our fiscal year 2019 business performance and corporate responsibility results include:

Business Performance

GAAP

$125.8 billion	$43.0 billion	$39.2 billion	$5.06
Revenue (up 14%)	Operating income (up 23%)	Net income (up 137%)	Diluted earnings per share (up 138%)
	Non-GAAP
$125.8 billion	$43.0 billion	$36.8 billion	$4.75
Revenue (up 14%)	Operating income (up 23%)	Net income (up 22%)	Diluted earnings per share (up 22%)

Percentages are year-over-year. See Annex A for a reconciliation of financial measures presented under accounting principles generally accepted in the United States of America ("GAAP") to non-GAAP financial measures.

Corporate Responsibility

100%		$1.5 billion	Global Privacy Protections
Carbon neutrality achieved by our global	Value of products and services granted to	Voluntarily extending key European Union
operations every year since 2012.	We are on	nonprofits worldwide via donation and discount	privacy rights to people around the world.
track to reach our goal of sourcing	60% of the	programs.

electricity used by our datacenters from renewable sources by the end of this year.

Note About Forward-Looking Statements

This Proxy Statement includes estimates, projections, 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 the Proxy Summary and Part 2 - "Named 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 Factors," "Quantitative and Qualitative Disclosures about Market Risk," and "Management's Discussion and Analysis of Financial Condition and Results of Operations" 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.

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Letter from our CEO

October 16, 2019

Dear Shareholder,

On behalf of the Board of Directors, it is our pleasure to invite you to the 2019 Annual Shareholders Meeting of

Microsoft Corporation ("Annual Meeting"), on December 4, 2019, beginning at 8:00 a.m. Pacific Time. We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all shareholders regardless of location. We will provide a live webcast of the Annual Meeting at www.virtualshareholdermeeting.com/MSFT19. In addition, you will have the option to view the Annual Meeting through Microsoft Teams at www.microsoft.com/investor. A transcript with video and audio of the entire Annual Meeting will be available on the Microsoft Investor Relations website after the meeting. For further information on how to participate in the meeting, please see Part 5 - Information About the Meeting on page 63 in this Proxy Statement.

The Notice of 2019 Annual Shareholders Meeting and this Proxy Statement contain details of the business to be conducted during the Annual Meeting.

Whether or not you participate in the Annual Meeting, it is important that your shares be represented and voted during the meeting. We urge you to promptly vote and submit your proxy (1) via the Internet, (2) by phone, or (3) if you received your proxy materials by mail, by signing, dating, and returning the enclosed proxy card or voting instruction form in the envelope provided for your convenience.

This year's shareholders Q&A session will include questions submitted both live and in advance. You may submit a question in advance of the meeting at www.proxyvote.comafter logging in with the control number ("Control Number") found next to the label for postal mail recipients or within the body of the email sending you the Proxy Statement. Live questions may be submitted online beginning shortly before the start of the Annual Meeting. We will post questions and answers if applicable to Microsoft's business on our Investor Relations website shortly after the meeting.

Thank you for your continued investment in Microsoft.

Sincerely,

Satya Nadella

Chief Executive Officer