Microsoft Corporation Corporate Governance Fact Sheet

Size of Board	12
Number of Independent Directors	11
Annual Review of Independence of Board	Yes
Lead Independent Director	Yes
Charters for Board Committees	Yes
Independent Audit Committee	Yes
Number of Financial Experts on Audit Committee	3
Independent Governance and Nominating Committee	Yes
Independent Compensation Committee	Yes
Independent Environmental, Social, and Public Policy Committee	Yes
Compensation Consultant Independence Policy	Yes
Number of Board Meetings Held in FY 2023	9
Independent Directors Hold Meetings Without Management Present	Yes
Annual Board Elections	Yes
Tenure Policy for Independent Directors	Yes
Directors Elected by the Vote of a Majority of Votes Cast in Uncontested Elections	Yes
Holders of 15% of outstanding shares can call a special meeting	Yes
Annual Board and Committee Evaluations	Yes
Annual Individual Director Evaluations	Yes
Annual Equity Grant to Non-Employee Directors	Yes
Director Stock Ownership and Holding requirements	Yes
Executive Stock Ownership Policy	Yes
Corporate Governance Guidelines Approved by Board	Yes
Proxy Access for Director Nominations	Yes
Charter Poison Pill	No
Corporate Compliance Program	Yes
Standards of Business Conduct	Yes
Finance Code of Professional Conduct	Yes
Board Orientation and Education Program	Yes

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