Microsoft sets Dec. 8 annual meeting; Stripe's John Collison nominated, Hoffman and Johnston to leave board

Microsoft will hold its annual shareholder meeting online on Dec. 8, and shareholders will vote on a new board nominee, Stripe co-founder John Collison, after two longtime directors said they are stepping down, according to the company's proxy statement filed Wednesday.

The board nominated 12 directors. Reid Hoffman and Hugh Johnston are not seeking re-election, and their service will end on the day of the meeting, the proxy says. Johnston chairs the board's Audit and Finance Committee.

Collison, 36, is co-founder, president and a director of Stripe. If elected, his term begins Dec. 8.

Pay

Chairman and CEO Satya Nadella's total compensation for fiscal 2026 was $90.6 million, down from $96.5 million in fiscal 2025, according to the summary compensation table. Most of it, $77.6 million, came from stock awards. The ratio of his pay to that of the median employee, whose total compensation was $215,057, was 421 to 1.

CFO Amy Hood's total compensation was $33.7 million, up from $29.5 million.

What's on the ballot

Besides electing directors, shareholders will cast an advisory vote on executive pay and vote to ratify Deloitte & Touche as the independent auditor for fiscal 2027.

They will also vote on four shareholder proposals: additional disclosures on meeting climate commitments, a report on human rights due diligence, a report on data operations in human rights and conflict hotspots, and a proposal from the New York State Common Retirement Fund to separate the board chair and CEO roles. The board recommends voting against all four.

Shareholders can vote until 11:59 p.m. ET on Dec. 7, according to a separate notice Microsoft filed. The proxy was first mailed on or about Oct. 22.

Sources

1. Microsoft Corporation, definitive proxy statement (DEF 14A), filed Oct. 21, 2026, accession 0001193125-26-427849
2. Microsoft Corporation, additional proxy materials (DEFA14A), filed Oct. 21, 2026, accession 0001193125-26-427867

This article is for informational and educational purposes only and is not investment advice. It is not a recommendation to buy or sell any security.

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