MICROSOFT CORP · SEC 8-K
微软在SEC 8-K文件中披露，董事Emma N. Walmsley于2026年11月4日通知公司，她不会在2026年年度股东大会上寻求连任。她自2019年起担任董事，并将继续任职至该年度股东大会。文件称，她的决定并非因与公司运营、政策或实践相关的任何事项与管理层存在分歧。
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) November 4, 2026
Microsoft Corporation
| Washington | 001-37845 | 91-1144442 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| One Microsoft Way, Redmond, Washington | 98052-6399 |
(425) 882-8080
www.microsoft.com/investor
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading |
Name of exchange | ||
| Common stock, $0.00000625 par value per share | MSFT | NASDAQ | ||
| 3.125% Notes due 2028 | MSFT | NASDAQ | ||
| 2.625% Notes due 2033 | MSFT | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On November 4, 2026, Emma N. Walmsley, a member of the Board of Directors of Microsoft Corporation (the “Company”) since 2019, informed the Company of her decision not to stand for re-election at the Company’s 2026 annual shareholder meeting (the “Annual Meeting”). Ms. Walmsley will continue to serve as a director until the Annual Meeting. Her decision not to stand for re-election is not as a result of any disagreement with management on any matter relating to the Company’s operations, policies, or practices.
来源：SEC EDGAR 文件 · sec.gov