Microsoft Adopts Proxy Access Mechanism

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By Yin Wilczek

Aug. 7 — Microsoft Corp. has adopted proxy access, according to an Aug. 7 blog post by Vice President and Deputy General Counsel John Seethoff.

Under the company's new policy, shareowners that have held at least 3 percent of Microsoft stock for at least three years will be able to include their director nominees on the company's ballot.

Eligible shareholders also will be able to name up to two individuals—or 20 percent of the board, whichever is greater—for election at the company's annual meeting.

No ‘Undue Burdens.'

Seethoff noted in the blog that the adoption followed shareholder proposals on the subject in 2014 and 2015 and discussions with shareholders. “We believe the policy announced today establishes an additional mechanism for Board accountability without imposing undue burdens or distractions,” he wrote.

Microsoft joins the more than 50 companies—including Bank of America Corp., General Electric Co. and Prudential Financial Inc.—that have adopted or committed to adopt proxy access bylaws.

New York City Comptroller Scott Stringer—a major shareholder proponent—is expected to make another strong push for the mechanism in the 2016 proxy season.

In related developments, the Council of Institutional Investors recently warned that companies should not include certain “troublesome” bylaw provisions that may stymie use of proxy access.

To contact the reporter on this story: Yin Wilczek in Washington at

To contact the editor responsible for this story: Seth Stern at

The post and Microsoft's new bylaws are available at