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Microsoft asks shareholders to vote against 2 stockholder proposals

MicrosoftCorp. asked its shareholders to vote against two shareholderproposals regarding stockholder nominations to the board and stockholder votingat its Nov. 30 annual meeting.

The first proposal is calling for the company to adopt anenhancement package of its proxy access for director nominations bylaw. As perthe proposal, the number of stockholder nominees for the board should not bemore than one quarter of the directors or two directors, whichever is greaterin any given period. Moreover, the number of shareholders that can aggregatetheir shares to get to the 3% "required shares" for voting in theelection of directors should not be limited.

The second proposal asks the board not to take any actionwhose primary purpose is to prevent the effectiveness of shareholder votewithout compelling justification for such action.