Microsoft Corporation filed Definitive Additional Materials (DEFA14A) on November 9, 2026, supplementing its proxy statement for the 2026 Annual Shareholders Meeting scheduled for December 8, 2026, to disclose that director nominee Emma N. Walmsley has withdrawn from consideration for re-election to the board.

Key Highlights

  • Nominee withdrawal: Emma N. Walmsley informed Microsoft's Board of Directors of her decision not to stand for re-election at the 2026 Annual Shareholders Meeting.
  • Board size reduced: As a result of Walmsley's withdrawal, the Board of Directors will be reduced to 11 members, effective as of the date of the Annual Meeting on December 8, 2026.
  • No disagreement cited: According to the filing, Walmsley's decision "was not due to any disagreement with the Company on any matter relating to the Company's operations, policies, or practices."
  • Independence ratio maintained: 10 of the 11 remaining director nominees are independent, according to the supplement.
  • Nominee demographics: The filing reports that the average tenure of the 11 director nominees is 6.8 years, the average age is 59, and four of the nominees are women.
  • Prior votes unaffected: Any previously submitted proxies or voting instructions remain valid for all other director nominees and matters; votes cast for or against Walmsley will not be counted.

Microsoft's 2026 Annual Meeting Director Slate After Walmsley's Departure

Microsoft Corporation, the multinational technology company listed on NASDAQ:MSFT, filed this proxy supplement to inform shareholders of a change to its director nominee slate ahead of the December 8, 2026 Annual Shareholders Meeting. The supplement updates the definitive proxy statement that Microsoft originally filed with the SEC on October 21, 2026, and was made available to shareholders on or about November 9, 2026.

According to the filing, Emma N. Walmsley notified the Board of Directors of her decision not to stand for re-election, as the company had also disclosed in a Current Report on Form 8-K filed on November 5, 2026. The supplement states that no board vacancy will result from her departure, because the Board size itself will be reduced to 11 members upon the meeting date. The filing makes clear that the remaining items to be voted on at the Annual Meeting are unaffected by this change.

The revised nominee group, as described in the supplement, consists of 11 candidates. The filing notes that 10 of those 11 nominees meet the independence standard, that the group carries an average tenure of 6.8 years and an average age of 59, and that four nominees are women. Shareholders who have already submitted proxy cards or voting instructions do not need to take further action, the filing states, unless they wish to change their vote on other matters. Any instructions specifically relating to Walmsley's candidacy will simply be disregarded.

What Was Disclosed

Microsoft filed a proxy supplement on November 9, 2026, disclosing that director nominee Emma N. Walmsley withdrew from the 2026 Annual Shareholders Meeting slate, citing no disagreement with the company. The board will be reduced to 11 members effective December 8, 2026.