October 29, 2012

Anatomy of Another Groovy Proxy Statement: Microsoft

Recently, Microsoft filed its 2012 proxy statement. The upshot is that the company continues to evolve its approach, although most changes year-over-year are mostly cosmetic. But put 2011 and 2012 side-by-side and they look quite a bit different. Here are some of the changes:

1. Adopted the graphical look and feel of new corporate-wide branding guidelines (e.g., font, color, captioning). Moved to 2-column text for improved readability.
2. Continued to work on organization of content so that it flows more naturally and related parts are grouped together.
3. Highlighted on the cover that for the first time they are moving to proof of ownership for admission. They emphasize the point several other places.
4. Included an easy-to-understand table showing the vote needed for ballot items and effect of abstentions and uninstructed votes (pg. 3)
5. Described a political contributions disclosure policy (pg. 6)
6. Revised the graphical presentation of charts and graphs that they had used previously:
– Microsoft operating income vs. total direct compensation (pg. 25). The table illustrates that changes in total direct compensation for NEOs generally have tracked changes in our operating income over the last 5 years.
– Microsoft’s position relative to peers on three measures — revenue, market capitalization and headcount – (pg. 27). The chart represents the company’s current position relative to combined peer companies on three dimensions, to demonstrate the complexity and scope of their responsibilities.
– Pay mix versus peers (pg. 28). The chart provides information about the company’s fiscal year 2012 target pay mix for our NEOs (excluding Steve Ballmer) compared to the non-CEO NEOs of their Dow 30 and Technology peers companies.
– CEO pay comparison (pg. 29). The table illustrates Steve Ballmer’s compensation opportunity for fiscal year 2012 compared to his peers.

The SEC’s (& EDGAR’s) Status During Hurricane Sandy

On days like this – where the SEC’s HQ is closed but it’s other office locations are open (at least those out of Sandy’s path) – I wonder whether there should be someone responsible for managing the SEC’s website and other communication functions outside of DC for these one-off situations. The SEC now has Hurricane Sandy info posted on its home page – and here is info for Edgar filers. Corp Fin is operating like during a snowstorm (see this blog) – which Dave has confirmed in response to a query in our “Q&A Forum” (#7393).

Alan Dye has addressed Section 16 filing deadlines in his Blog today. In addition, some members report they have been able to file on Edgar so far today – but note this statement on the SEC’s site:

During this weather emergency, we understand that filers may be unable to submit their filings. You should file when you are able. The Divisions will handle requests for filing date adjustments on a case by case basis.

As this article notes, it’s the first time in 27 years that the NYSE has been closed due to weather!

– Broc Romanek