Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


FORM 8-K

 


CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) March 26, 2007

 


Microsoft Corporation

(Exact Name of Registrant as Specified in Its Charter)

 


Washington

(State or Other Jurisdiction of Incorporation)

 

0-14278   91-1144442
(Commission File Number)   (IRS Employer Identification No.)

 

One Microsoft Way, Redmond, Washington   98052-6399
(Address of Principal Executive Offices)   (Zip Code)

(425) 882-8080

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(d) On March 26, 2007, Microsoft Corporation (“Microsoft”) issued a press release to announce that the Microsoft Board of Directors has appointed Reed Hastings, age 46, to the Microsoft Board of Directors, effective immediately. Mr. Hastings is the chairman and CEO of Netflix, Inc., which he founded in 1997.

Mr. Hastings will serve on the finance committee of the Board. Mr. Hastings will receive the same compensation as other non-employee Microsoft directors, consisting of:

 

   

A total annual retainer of $200,000 per year with approximately $120,000 of the retainer provided in the form of a stock award, both amounts prorated at 75% for the portion of the current annual period during which he will serve on the Board

 

   

Reimbursement of reasonable expenses incurred in connection with board-related activities

Mr. Hastings and Microsoft have entered into the standard Microsoft director indemnification agreement, whereby Microsoft agrees to indemnify, defend and hold its directors harmless from and against losses and expenses incurred as a result of their board service, subject to the terms and conditions provided in the agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

99.1     Press Release of Microsoft Corporation dated March 26, 2007


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  MICROSOFT CORPORATION
  (Registrant)
Date: March 26, 2007  

/s/ John A. Seethoff

 

John A. Seethoff

Assistant Secretary


INDEX TO EXHIBITS

 

Exhibit No.   

Description of Exhibit

99.1    Press Release of Microsoft Corporation dated March 26, 2007