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Attention, Microsoft shareholders: the National Legal and Policy Center has a proposal for you to vote on.
Notice of Annual Shareholders Meeting and Proxy Statement 2023
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Proposal 5: Report on Gender-Based Compensation and Benefit Gaps (Shareholder Proposal)
National Legal and Policy Center has advised us that they intend to submit the following proposal for consideration at the Annual Meeting.
Gender-Based Compensation/Benefits Gaps and Associated Risks
WHEREAS: Compensation and benefits inequities persist across employee gender categories, and pose substantial risk to companies and society at large.
Women who choose not to abort their pre-born children, and instead decide to raise them, suffer a pay/benefits inequity compared to their company colleagues who do choose to abort their children and who receive reimbursements for expenses such as travel and lodging, when the procedures are done in a different state from where they reside for legal or other reasons.
There is significant expense both in aborting and in raising children, yet Microsoft Corporation (the “Company”) incentivizes the former with a subsidy and discourages the latter with no subsidy.1 In fact, the latter incurs far greater expense and necessity of time out of the workplace than the former, exacerbating the compensation/benefits gap. Such policies have significant societal, operational, reputational, and competitive risks, and risks related to recruiting and retaining diverse talent.
Similarly, the Company provides health benefits to employees who suffer gender dysphoria/confusion, and who seek medical, chemical, and/or surgical treatments to aid their “transition” to their non-biological sex. The Company reports, “Not only was Microsoft an early leader in including sexual orientation in its corporate non-discrimination policy, but it continues to evolve to support employees – for instance, by broadening its health benefits to encompass medical needs for US-based transgender employees and their transgender dependents.”2
The Company has staked out a position on gender dysphoria/confusion which affirms that sufferers can transition to a different sex, both psychologically and physically. Yet an increasing body of scientific evidence shows distinct harms actually result from medical and surgical “transition” treatments. Examples include various long-lasting side effects like chronic pain, sexual dysfunction, unwanted hair loss and hair gain, menstrual irregularities, urinary problems, and other complications.3 Rather than resolve mental health problems, such “gender affirming” care instead often exacerbates them. In such instances, patients who desire to “de-transition” cannot find medical or insurance coverage that they need. Many of these sufferers litigate against those who misled or mistreated them regarding the necessity and alleged “success” of “transition” therapies.4
Resolved: Shareholders request Microsoft report on median compensation and benefits gaps across gender as they address reproductive and gender dysphoria care, including associated policy, reputational, competitive, operational and litigative risks, and risks related to recruiting and retaining diverse talent. The report should be prepared at reasonable cost, omitting proprietary information, litigation strategy and legal compliance information.
1 Hill, Bailee. “Company offers ‘baby bonus’ for employees in effort to combat ‘anti-family’ push towards abortion,” FoxNews.com, June 18, 2023. See https://www.foxnews.com/media/company-offers-baby-bonusemployees-effort-combat-anti-family-push-towards-abortion.
2 Whitney-Morris, Candace. “The rainbow ripple effect: how Microsoft and its LGBTQ+ employees push for change across borders,” Microsoft.com, June 1, 2018. See https://news.microsoft.com/life/pride.
3 Bolar, Kelsey. “‘Detransitioners’ Are Being Abandoned By Medical Professionals Who Devastated Their Bodies And Minds,” The Federalist, Feb. 10, 2023. See https://thefederalist.com/2023/02/10/detransitioners-are-beingabandoned-by-medical-professionals-who-devastated-their-bodies-and-minds/.
4 Shellenberger, Michael. “Why This Detransitioner Is Suing Her Health Care Providers,” Public.substack.com, March 22, 2023. See https://public.substack.com/p/why-this-detransitioner-is-suing.
{Scroll down to page 65}
Proposal 5: Report on Gender-Based Compensation and Benefit Gaps (Shareholder Proposal)
National Legal and Policy Center has advised us that they intend to submit the following proposal for consideration at the Annual Meeting.
Gender-Based Compensation/Benefits Gaps and Associated Risks
WHEREAS: Compensation and benefits inequities persist across employee gender categories, and pose substantial risk to companies and society at large.
Women who choose not to abort their pre-born children, and instead decide to raise them, suffer a pay/benefits inequity compared to their company colleagues who do choose to abort their children and who receive reimbursements for expenses such as travel and lodging, when the procedures are done in a different state from where they reside for legal or other reasons.
There is significant expense both in aborting and in raising children, yet Microsoft Corporation (the “Company”) incentivizes the former with a subsidy and discourages the latter with no subsidy.1 In fact, the latter incurs far greater expense and necessity of time out of the workplace than the former, exacerbating the compensation/benefits gap. Such policies have significant societal, operational, reputational, and competitive risks, and risks related to recruiting and retaining diverse talent.
Similarly, the Company provides health benefits to employees who suffer gender dysphoria/confusion, and who seek medical, chemical, and/or surgical treatments to aid their “transition” to their non-biological sex. The Company reports, “Not only was Microsoft an early leader in including sexual orientation in its corporate non-discrimination policy, but it continues to evolve to support employees – for instance, by broadening its health benefits to encompass medical needs for US-based transgender employees and their transgender dependents.”2
The Company has staked out a position on gender dysphoria/confusion which affirms that sufferers can transition to a different sex, both psychologically and physically. Yet an increasing body of scientific evidence shows distinct harms actually result from medical and surgical “transition” treatments. Examples include various long-lasting side effects like chronic pain, sexual dysfunction, unwanted hair loss and hair gain, menstrual irregularities, urinary problems, and other complications.3 Rather than resolve mental health problems, such “gender affirming” care instead often exacerbates them. In such instances, patients who desire to “de-transition” cannot find medical or insurance coverage that they need. Many of these sufferers litigate against those who misled or mistreated them regarding the necessity and alleged “success” of “transition” therapies.4
Resolved: Shareholders request Microsoft report on median compensation and benefits gaps across gender as they address reproductive and gender dysphoria care, including associated policy, reputational, competitive, operational and litigative risks, and risks related to recruiting and retaining diverse talent. The report should be prepared at reasonable cost, omitting proprietary information, litigation strategy and legal compliance information.
1 Hill, Bailee. “Company offers ‘baby bonus’ for employees in effort to combat ‘anti-family’ push towards abortion,” FoxNews.com, June 18, 2023. See https://www.foxnews.com/media/company-offers-baby-bonusemployees-effort-combat-anti-family-push-towards-abortion.
2 Whitney-Morris, Candace. “The rainbow ripple effect: how Microsoft and its LGBTQ+ employees push for change across borders,” Microsoft.com, June 1, 2018. See https://news.microsoft.com/life/pride.
3 Bolar, Kelsey. “‘Detransitioners’ Are Being Abandoned By Medical Professionals Who Devastated Their Bodies And Minds,” The Federalist, Feb. 10, 2023. See https://thefederalist.com/2023/02/10/detransitioners-are-beingabandoned-by-medical-professionals-who-devastated-their-bodies-and-minds/.
4 Shellenberger, Michael. “Why This Detransitioner Is Suing Her Health Care Providers,” Public.substack.com, March 22, 2023. See https://public.substack.com/p/why-this-detransitioner-is-suing.
Microsoft responded:
Board Recommendation
The Board of Directors recommends a vote AGAINST the proposal for the following reasons:
COMPANY STATEMENT IN OPPOSITION
The proponent requests Microsoft report on median compensation and benefits gaps across gender “as they address reproductive and gender dysphoria care.” Microsoft already provides pay equity and median gender and racial pay gap reporting. Based on the language of the proposal, the request for additional reporting appears to stem from animosity towards certain reproductive and gender-related health benefits. We strongly believe the requested report is unnecessary given Microsoft’s strong existing pay disclosures and the comprehensive and inclusive set of benefits we provide to Microsoft employees. We further believe such reporting would be counter-productive to our efforts to recruit and retain diverse talent.
As a baseline of our existing pay disclosures, Microsoft has reported on pay equity since 2016 in support of our commitment to pay employees equitably for substantially similar work. To further highlight the opportunity to continue to make progress on representation at all levels of the Company, in our 2022 Global Diversity and Inclusion Report, we began disclosing the unadjusted differences in median total pay for women inside and outside of the U.S., and for racial and ethnic minorities, Asian, Black and African American, and Hispanic and Latinx employees in the U.S.
In terms of the benefits we offer, we believe it’s our responsibility to create an environment where people can do their best work – a place where they can proudly be their authentic selves, and where they know their needs can be met. We are constantly listening to employee feedback to establish and evolve our benefits that creates a more diverse and inclusive environment and recognizes the importance of employees to the continued success of Microsoft. We’ve worked to align our benefits to our culture, as guided by this priority, evolving them to be more holistic and inclusive.
Our industry-leading employee benefits include but are not limited to health care benefits that rank amongst the top in our industry. Far from the assertions raised in the proposal, Microsoft offers comprehensive health and wellbeing benefits for families such as paid vacation, paid sick leave, paid time off for new parents, fertility, adoption and surrogacy assistance, birthing, doula and postpartum support, caregiver leave, subsidized childcare, and more. Indeed, Microsoft places enough importance on the business benefits of paid parental leave that in 2018 we launched a new policy to ensure our U.S. suppliers offer their employees a minimum of 12 weeks paid parental leave for their employees doing significant work for Microsoft.
As part of our commitment to inclusive benefits, Microsoft will continue to lawfully support our employees and their enrolled dependents in accessing critical healthcare regardless of where they live across the U.S., which includes travel expense assistance for lawful medical services where access to care is limited in availability in an employee’s home geographic region.
The Board of Directors recommends a vote AGAINST the proposal for the following reasons:
COMPANY STATEMENT IN OPPOSITION
The proponent requests Microsoft report on median compensation and benefits gaps across gender “as they address reproductive and gender dysphoria care.” Microsoft already provides pay equity and median gender and racial pay gap reporting. Based on the language of the proposal, the request for additional reporting appears to stem from animosity towards certain reproductive and gender-related health benefits. We strongly believe the requested report is unnecessary given Microsoft’s strong existing pay disclosures and the comprehensive and inclusive set of benefits we provide to Microsoft employees. We further believe such reporting would be counter-productive to our efforts to recruit and retain diverse talent.
As a baseline of our existing pay disclosures, Microsoft has reported on pay equity since 2016 in support of our commitment to pay employees equitably for substantially similar work. To further highlight the opportunity to continue to make progress on representation at all levels of the Company, in our 2022 Global Diversity and Inclusion Report, we began disclosing the unadjusted differences in median total pay for women inside and outside of the U.S., and for racial and ethnic minorities, Asian, Black and African American, and Hispanic and Latinx employees in the U.S.
In terms of the benefits we offer, we believe it’s our responsibility to create an environment where people can do their best work – a place where they can proudly be their authentic selves, and where they know their needs can be met. We are constantly listening to employee feedback to establish and evolve our benefits that creates a more diverse and inclusive environment and recognizes the importance of employees to the continued success of Microsoft. We’ve worked to align our benefits to our culture, as guided by this priority, evolving them to be more holistic and inclusive.
Our industry-leading employee benefits include but are not limited to health care benefits that rank amongst the top in our industry. Far from the assertions raised in the proposal, Microsoft offers comprehensive health and wellbeing benefits for families such as paid vacation, paid sick leave, paid time off for new parents, fertility, adoption and surrogacy assistance, birthing, doula and postpartum support, caregiver leave, subsidized childcare, and more. Indeed, Microsoft places enough importance on the business benefits of paid parental leave that in 2018 we launched a new policy to ensure our U.S. suppliers offer their employees a minimum of 12 weeks paid parental leave for their employees doing significant work for Microsoft.
As part of our commitment to inclusive benefits, Microsoft will continue to lawfully support our employees and their enrolled dependents in accessing critical healthcare regardless of where they live across the U.S., which includes travel expense assistance for lawful medical services where access to care is limited in availability in an employee’s home geographic region.
Not to be outdone, the National Center for Public Policy Research has a proposal too.
Proposal 6: Report on Risk from Omitting Ideology in EEO Policy (Shareholder Proposal)
National Center for Public Policy Research has advised us that they intend to submit the following proposal for consideration at the Annual Meeting.
EEO Policy Risk Report
RESOLVED
Shareholders request that Microsoft Corporation (“Microsoft”) issue a public report detailing the potential risks associated with omitting “viewpoint” and “ideology” from its written equal employment opportunity (EEO) policy. The report should be available within a reasonable timeframe, prepared at a reasonable expense and omit proprietary information.
SUPPORTING STATEMENT
Microsoft does not explicitly prohibit discrimination based on viewpoint or ideology in its written EEO policy.
Microsoft’s lack of a company-wide best practice EEO policy sends mixed signals to company employees and prospective employees and calls into question the extent to which individuals are protected due to inconsistent state policies and the absence of a relevant federal protection. Approximately half of Americans live and work in a jurisdiction with no legal protections if their employer takes action against them for their political activities or discriminates on the basis of viewpoint in the workplace.
Companies with inclusive policies are better able to recruit the most talented employees from a broad labor pool, resolve complaints internally to avoid costly litigation or reputational damage, and minimize employee turnover. Moreover, inclusive policies contribute to more efficient human capital management by eliminating the need to maintain different policies in different locations.
There is ample evidence that individuals with conservative viewpoints may face discrimination at Microsoft. According to a letter sent to the Company by Congressman Jim Jordan:1
• Multiple LinkedIn users have reported Microsoft’s censorship of posts related to Hunter Biden, son of President Joe Biden. In one case, LinkedIn removed a post about an official U.S. Senate committee report concerning Hunter Biden.
• LinkedIn also censored a post by an opinion editor at the Washington Times about Democrats’ abuse of executive orders and removed a post that linked to a study challenging prevailing liberal views on climate change.
• LinkedIn has restricted accounts for posts related to COVID-19. Citing its “misinformation” policy, LinkedIn censored posts that the coronavirus originated from a dangerous laboratory in Wuhan, China, as well as posts that criticized government mandated mask requirements.
Additionally, there are reports that Microsoft Word’s “Ideas in Word” tool urges users to avoid language that Microsoft dislikes and instead to adopt language Microsoft considers to be appropriate and “gender neutral.”2
If Microsoft is willing to use its products to force its politics on consumers, the Company is surely willing to do it to its own employees.
Presently, shareholders are unable to evaluate how Microsoft prevents discrimination towards employees based on their ideology or viewpoint, mitigates employee concerns of potential discrimination, and ensures a respectful and supportive work atmosphere that bolsters employee performance.
Without an inclusive EEO policy, Microsoft may be sacrificing competitive advantages relative to peers while simultaneously increasing company and shareholder exposure to reputational and financial risks.
We recommend that the report evaluate risks including, but not limited to, negative effects on employee hiring and retention, as well as litigation risks from conflicting state and company antidiscrimination policies.
1 https://judiciary.house.gov/sites/evo-subsites/republicans-judiciary.house.gov/files/legacy_files/wpcontent/uploads/2021/06/JDJ-to-Microsoft-6.21.2020.pdf
2 https://judiciary.house.gov/sites/evo-subsites/republicans-judiciary.house.gov/files/legacy_files/wpcontent/uploads/2021/06/JDJ-to-Microsoft-6.21.2020.pdf
National Center for Public Policy Research has advised us that they intend to submit the following proposal for consideration at the Annual Meeting.
EEO Policy Risk Report
RESOLVED
Shareholders request that Microsoft Corporation (“Microsoft”) issue a public report detailing the potential risks associated with omitting “viewpoint” and “ideology” from its written equal employment opportunity (EEO) policy. The report should be available within a reasonable timeframe, prepared at a reasonable expense and omit proprietary information.
SUPPORTING STATEMENT
Microsoft does not explicitly prohibit discrimination based on viewpoint or ideology in its written EEO policy.
Microsoft’s lack of a company-wide best practice EEO policy sends mixed signals to company employees and prospective employees and calls into question the extent to which individuals are protected due to inconsistent state policies and the absence of a relevant federal protection. Approximately half of Americans live and work in a jurisdiction with no legal protections if their employer takes action against them for their political activities or discriminates on the basis of viewpoint in the workplace.
Companies with inclusive policies are better able to recruit the most talented employees from a broad labor pool, resolve complaints internally to avoid costly litigation or reputational damage, and minimize employee turnover. Moreover, inclusive policies contribute to more efficient human capital management by eliminating the need to maintain different policies in different locations.
There is ample evidence that individuals with conservative viewpoints may face discrimination at Microsoft. According to a letter sent to the Company by Congressman Jim Jordan:1
• Multiple LinkedIn users have reported Microsoft’s censorship of posts related to Hunter Biden, son of President Joe Biden. In one case, LinkedIn removed a post about an official U.S. Senate committee report concerning Hunter Biden.
• LinkedIn also censored a post by an opinion editor at the Washington Times about Democrats’ abuse of executive orders and removed a post that linked to a study challenging prevailing liberal views on climate change.
• LinkedIn has restricted accounts for posts related to COVID-19. Citing its “misinformation” policy, LinkedIn censored posts that the coronavirus originated from a dangerous laboratory in Wuhan, China, as well as posts that criticized government mandated mask requirements.
Additionally, there are reports that Microsoft Word’s “Ideas in Word” tool urges users to avoid language that Microsoft dislikes and instead to adopt language Microsoft considers to be appropriate and “gender neutral.”2
If Microsoft is willing to use its products to force its politics on consumers, the Company is surely willing to do it to its own employees.
Presently, shareholders are unable to evaluate how Microsoft prevents discrimination towards employees based on their ideology or viewpoint, mitigates employee concerns of potential discrimination, and ensures a respectful and supportive work atmosphere that bolsters employee performance.
Without an inclusive EEO policy, Microsoft may be sacrificing competitive advantages relative to peers while simultaneously increasing company and shareholder exposure to reputational and financial risks.
We recommend that the report evaluate risks including, but not limited to, negative effects on employee hiring and retention, as well as litigation risks from conflicting state and company antidiscrimination policies.
1 https://judiciary.house.gov/sites/evo-subsites/republicans-judiciary.house.gov/files/legacy_files/wpcontent/uploads/2021/06/JDJ-to-Microsoft-6.21.2020.pdf
2 https://judiciary.house.gov/sites/evo-subsites/republicans-judiciary.house.gov/files/legacy_files/wpcontent/uploads/2021/06/JDJ-to-Microsoft-6.21.2020.pdf
Microsoft responded:
Board Recommendation
The Board of Directors recommends a vote AGAINST the proposal for the following reasons:
COMPANY STATEMENT IN OPPOSITION
The requested report is unnecessary because of Microsoft’s existing commitments to inclusion and specific protection for diverse political affiliations under our Equal Employment Opportunity (“EEO”) Policy.
At Microsoft, we are committed to a work environment that empowers everyone to do their best work. Per Microsoft’s Standards of Business Conduct (“Trust Code”), employees are expected to treat others with dignity and respect. This Trust Code specifically prohibits harassment or discrimination on the basis of political affiliation. The Trust Code also articulates that we expect employees to resolve problems – including ideological differences – respectfully and generally cultivate an atmosphere of mutual respect, inclusion, and collaboration. We work better together because of our differences, not despite them. We believe that we best serve everyone on the planet and enrich our own culture through the diverse skills, experiences, and backgrounds that each of us brings.
Microsoft’s EEO Policy prohibits discrimination and harassment based on political affiliation.
Under Microsoft’s EEO Policy, prohibited harassment based on political affiliation may include conduct such as:
• Inappropriate/derogatory comments, slurs, epithets, jokes, or pranks.
• Threatening, intimidating, or hostile acts.
• Unnecessary or unwanted bodily contact such as blocking normal movement, or physically interfering with the work of another individual.
• Sharing or displaying of degrading or derogatory content and/or symbols.
• Bullying behavior.
Prohibited discrimination based on political affiliation may include conduct such as:
• Treating someone differently, or less favorably, with respect to recruitment, hiring, placement, compensation, benefits, advancement, promotion, evaluation, disciplinary action, termination or any other term, condition or privilege of employment.
• Making employment decisions based on stereotypes (unfair or untrue beliefs) about abilities and traits associated with political affiliation.
• Giving negative performance feedback.
Microsoft expects employees to treat each other with dignity and respect, including when addressing any ideological differences, and investigates and addresses complaints.
• Per Microsoft’s standards of business conduct, employees are expected to treat others with dignity and respect. Microsoft provides training on harassment and discrimination issues, including information on how to report concerns through annually required Standards of Business Conduct Training and other available trainings.
• Employees who have experienced and/or witnessed behaviors that could be harassment or discrimination are encouraged to promptly report the behavior through one or more of several channels, including anonymous channels. We have strong anti-retaliation policies and practices in place to protect employees who report a concern and those who provide information in an investigation.
• Microsoft takes all employee concerns seriously. Microsoft investigates complaints of harassment and discrimination, in a fair, timely, and thorough manner through a dedicated Workplace Investigations Team (WIT). WIT is part of the Compliance & Ethics Team within Corporate, External and Legal Affairs. WIT reviews relevant information and reaches reasonable conclusions based on the evidence. Microsoft will take appropriate disciplinary and/or other appropriate action when it determines the EEO Policy has been violated.
• In addition, Human Resources has a dedicated team, called Global Employee Relations (GER), who review and investigate employee concerns or behaviors that may fall outside Microsoft’s EEO Policy but are inconsistent with our aspire-to culture. Like all concerns of harassment or discrimination, these concerns are investigated in a fair, timely, and thorough manner. GER reviews relevant information and reaches reasonable conclusions based on the evidence. Microsoft will take appropriate disciplinary and/or other appropriate action when it determines a violation of its’ standards of business conduct has occurred.
The Board of Directors recommends a vote AGAINST the proposal for the following reasons:
COMPANY STATEMENT IN OPPOSITION
The requested report is unnecessary because of Microsoft’s existing commitments to inclusion and specific protection for diverse political affiliations under our Equal Employment Opportunity (“EEO”) Policy.
At Microsoft, we are committed to a work environment that empowers everyone to do their best work. Per Microsoft’s Standards of Business Conduct (“Trust Code”), employees are expected to treat others with dignity and respect. This Trust Code specifically prohibits harassment or discrimination on the basis of political affiliation. The Trust Code also articulates that we expect employees to resolve problems – including ideological differences – respectfully and generally cultivate an atmosphere of mutual respect, inclusion, and collaboration. We work better together because of our differences, not despite them. We believe that we best serve everyone on the planet and enrich our own culture through the diverse skills, experiences, and backgrounds that each of us brings.
Microsoft’s EEO Policy prohibits discrimination and harassment based on political affiliation.
Under Microsoft’s EEO Policy, prohibited harassment based on political affiliation may include conduct such as:
• Inappropriate/derogatory comments, slurs, epithets, jokes, or pranks.
• Threatening, intimidating, or hostile acts.
• Unnecessary or unwanted bodily contact such as blocking normal movement, or physically interfering with the work of another individual.
• Sharing or displaying of degrading or derogatory content and/or symbols.
• Bullying behavior.
Prohibited discrimination based on political affiliation may include conduct such as:
• Treating someone differently, or less favorably, with respect to recruitment, hiring, placement, compensation, benefits, advancement, promotion, evaluation, disciplinary action, termination or any other term, condition or privilege of employment.
• Making employment decisions based on stereotypes (unfair or untrue beliefs) about abilities and traits associated with political affiliation.
• Giving negative performance feedback.
Microsoft expects employees to treat each other with dignity and respect, including when addressing any ideological differences, and investigates and addresses complaints.
• Per Microsoft’s standards of business conduct, employees are expected to treat others with dignity and respect. Microsoft provides training on harassment and discrimination issues, including information on how to report concerns through annually required Standards of Business Conduct Training and other available trainings.
• Employees who have experienced and/or witnessed behaviors that could be harassment or discrimination are encouraged to promptly report the behavior through one or more of several channels, including anonymous channels. We have strong anti-retaliation policies and practices in place to protect employees who report a concern and those who provide information in an investigation.
• Microsoft takes all employee concerns seriously. Microsoft investigates complaints of harassment and discrimination, in a fair, timely, and thorough manner through a dedicated Workplace Investigations Team (WIT). WIT is part of the Compliance & Ethics Team within Corporate, External and Legal Affairs. WIT reviews relevant information and reaches reasonable conclusions based on the evidence. Microsoft will take appropriate disciplinary and/or other appropriate action when it determines the EEO Policy has been violated.
• In addition, Human Resources has a dedicated team, called Global Employee Relations (GER), who review and investigate employee concerns or behaviors that may fall outside Microsoft’s EEO Policy but are inconsistent with our aspire-to culture. Like all concerns of harassment or discrimination, these concerns are investigated in a fair, timely, and thorough manner. GER reviews relevant information and reaches reasonable conclusions based on the evidence. Microsoft will take appropriate disciplinary and/or other appropriate action when it determines a violation of its’ standards of business conduct has occurred.
One more, this one from individual shareholder Martin Matthew Guldner:
Proposal 7: Report on Government Takedown Requests (Shareholder Proposal)
Individual shareholder Martin Matthew Guldner has advised us that he intends to submit the following proposal for consideration at the Annual Meeting.
Report on Government Take-Down Requests
RESOLVED: Shareholders request that Microsoft Inc. (“Company”) provide a report, published on the company’s website and updated semi-annually – and omitting proprietary information and at reasonable cost – that specifies the Company’s policy in responding to requests to remove or take down content, or content-producing entities, from LinkedIn or other platforms by the Executive Office of the President, Members of Congress, or any other agency or entity of the United States Government.
This report shall also include an itemized listing of such take-down requests, including the name and title of the official making the request; the nature and scope of the request; the date of the request; the outcome of the request; and a reason or rationale for the Company’s response, or lack thereof.
SUPPORTING STATEMENT: In Bantam Books, Inc. vs. Sullivan (1963), and in other cases, the Supreme Court of the United States has ruled that private entities may not engage in suppression of speech at the behest of government, as it has the same effect as direct government censorship.
On July 15, 2021, White House press secretary Jen Psaki was asked, “Can you talk a little bit more about this request for tech companies to be more aggressive in policing misinformation? Has the administration been in touch with any of these companies and are there any actions that the federal government can take to ensure their cooperation, because we’ve seen, from the start, there’s not a lot of action on some of these platforms.”
Psaki replied, “Sure. Well, first, we are in regular touch with these social media platforms, and those engagements typically happen through members of our senior staff, but also members of our COVID-19 team, given, as (Surgeon General) Dr. (Vivek) Murthy conveyed, this is a big issue of misinformation, specifically on the pandemic.”
Circumstantial evidence shows that the Company may have been the recipient of overtures, possibly from government, to censor. For example:
Missouri v. Biden was filed by the attorneys general of Missouri and Louisiana on May 5, 2022.
A later motion for preliminary injunction highlights 1,432 facts showing that top officials in the federal government are coercing and colluding with big tech social media companies to censor free speech.1
Dr. Robert Malone, M.D., M.S., the inventor of mRNA vaccine technology saw his LinkedIn account (a subsidiary of Microsoft Inc.) restricted and later reinstated for violating LinkedIn’s user agreement because he posted “misleading or inaccurate information” about vaccines and COVID-19.2
United States Republican 2024 presidential candidate Vivek Ramaswamy said in May 2023 his LinkedIn account (a subsidiary of Microsoft Inc.) was restricted for sharing content that contains misleading or inaccurate information and later reinstated the same day.3
Shareholders need to know whether the Company cooperates with government officials engaged in unconstitutional censorship, opening the Company to liability claims by victims. to know whether the Company fails to disclose these potential liabilities as material risks in its public filings.
1 https://ago.mo.gov/home/news/2023/03/06/missouri-attorney-general-andrew-bailey-asks-court-to-block-biden-from-violating-americans-1st-amendment-rights -citing-1-400-facts
2 https://www.lifesitenews.com/news/linkedin-reinstates-mrna-inventors-account-after-deleting-it-for-spreading-misinformation/
3 https://www.foxnews.com/media/vivek-ramaswamy-pans-linkedins-claim-account-locked-error-calling-censorship
Individual shareholder Martin Matthew Guldner has advised us that he intends to submit the following proposal for consideration at the Annual Meeting.
Report on Government Take-Down Requests
RESOLVED: Shareholders request that Microsoft Inc. (“Company”) provide a report, published on the company’s website and updated semi-annually – and omitting proprietary information and at reasonable cost – that specifies the Company’s policy in responding to requests to remove or take down content, or content-producing entities, from LinkedIn or other platforms by the Executive Office of the President, Members of Congress, or any other agency or entity of the United States Government.
This report shall also include an itemized listing of such take-down requests, including the name and title of the official making the request; the nature and scope of the request; the date of the request; the outcome of the request; and a reason or rationale for the Company’s response, or lack thereof.
SUPPORTING STATEMENT: In Bantam Books, Inc. vs. Sullivan (1963), and in other cases, the Supreme Court of the United States has ruled that private entities may not engage in suppression of speech at the behest of government, as it has the same effect as direct government censorship.
On July 15, 2021, White House press secretary Jen Psaki was asked, “Can you talk a little bit more about this request for tech companies to be more aggressive in policing misinformation? Has the administration been in touch with any of these companies and are there any actions that the federal government can take to ensure their cooperation, because we’ve seen, from the start, there’s not a lot of action on some of these platforms.”
Psaki replied, “Sure. Well, first, we are in regular touch with these social media platforms, and those engagements typically happen through members of our senior staff, but also members of our COVID-19 team, given, as (Surgeon General) Dr. (Vivek) Murthy conveyed, this is a big issue of misinformation, specifically on the pandemic.”
Circumstantial evidence shows that the Company may have been the recipient of overtures, possibly from government, to censor. For example:
Missouri v. Biden was filed by the attorneys general of Missouri and Louisiana on May 5, 2022.
A later motion for preliminary injunction highlights 1,432 facts showing that top officials in the federal government are coercing and colluding with big tech social media companies to censor free speech.1
Dr. Robert Malone, M.D., M.S., the inventor of mRNA vaccine technology saw his LinkedIn account (a subsidiary of Microsoft Inc.) restricted and later reinstated for violating LinkedIn’s user agreement because he posted “misleading or inaccurate information” about vaccines and COVID-19.2
United States Republican 2024 presidential candidate Vivek Ramaswamy said in May 2023 his LinkedIn account (a subsidiary of Microsoft Inc.) was restricted for sharing content that contains misleading or inaccurate information and later reinstated the same day.3
Shareholders need to know whether the Company cooperates with government officials engaged in unconstitutional censorship, opening the Company to liability claims by victims. to know whether the Company fails to disclose these potential liabilities as material risks in its public filings.
1 https://ago.mo.gov/home/news/2023/03/06/missouri-attorney-general-andrew-bailey-asks-court-to-block-biden-from-violating-americans-1st-amendment-rights -citing-1-400-facts
2 https://www.lifesitenews.com/news/linkedin-reinstates-mrna-inventors-account-after-deleting-it-for-spreading-misinformation/
3 https://www.foxnews.com/media/vivek-ramaswamy-pans-linkedins-claim-account-locked-error-calling-censorship
Microsoft responded:
Board Recommendation
The Board of Directors recommends a vote AGAINST the proposal for the following reasons:
COMPANY STATEMENT IN OPPOSITION
This proposal is unnecessary because Microsoft and LinkedIn both already provide semi-annual reports on Government Content Removal Requests and explain the principles and process used to evaluate and respond to such requests. These reports already cover the types of requests raised as a concern in the proposal. There are very few such requests disclosed for the United States because LinkedIn and Microsoft have not historically or recently received the types of requests the proposal raises as a concern.
Microsoft issues a Content Removal Requests Report that covers government content removal requests related to Microsoft’s consumer online services (e.g., Bing, Bing Ads, OneDrive, and MSN.) The report also details Microsoft’s approach to responding to government takedown requests. When Microsoft receives a government request to remove content, we carefully review and assess the demand to understand the reason for the request, the authority of the requesting party, the applicable internal policies or terms of use for the affected product or service, and our commitments to our customers and users including with regard to freedom of expression. Based on these reviews, we determine whether and to what extent we should remove the content in question. Finally, while it does not directly relate to Government Takedown Requests, Microsoft also recently begun providing data on content removal on the Xbox Live platform related to a range of issues from sexual content to fraud.
LinkedIn has issued reports on Government Content Removal Requests since 2018, which are updated twice yearly. Over that five-year period, the reports indicate LinkedIn received and acted on a total of two content removal requests in the U.S. The types of requests from federal officials and agencies specified in this proposal fall into the scope of this reporting. Reporting of government take down requests in the U.S. also includes requests from non-federal sources, such as state attorneys general or other state regulatory agencies seeking removal of fraudulent or illegal activities.
LinkedIn’s approach to the review, analysis, and actioning of any such requests is materially the same as Microsoft’s described above. LinkedIn’s Government Requests Report posted at https://about.linkedin.com/transparency notes, “As part of our commitment to a safe, trusted, and professional environment, we provide as much transparency as possible about government requests for member data and content removal we receive. We believe in free expression and try to minimize the impact of laws that negatively affect constructive, relevant speech.”
The Board of Directors recommends a vote AGAINST the proposal for the following reasons:
COMPANY STATEMENT IN OPPOSITION
This proposal is unnecessary because Microsoft and LinkedIn both already provide semi-annual reports on Government Content Removal Requests and explain the principles and process used to evaluate and respond to such requests. These reports already cover the types of requests raised as a concern in the proposal. There are very few such requests disclosed for the United States because LinkedIn and Microsoft have not historically or recently received the types of requests the proposal raises as a concern.
Microsoft issues a Content Removal Requests Report that covers government content removal requests related to Microsoft’s consumer online services (e.g., Bing, Bing Ads, OneDrive, and MSN.) The report also details Microsoft’s approach to responding to government takedown requests. When Microsoft receives a government request to remove content, we carefully review and assess the demand to understand the reason for the request, the authority of the requesting party, the applicable internal policies or terms of use for the affected product or service, and our commitments to our customers and users including with regard to freedom of expression. Based on these reviews, we determine whether and to what extent we should remove the content in question. Finally, while it does not directly relate to Government Takedown Requests, Microsoft also recently begun providing data on content removal on the Xbox Live platform related to a range of issues from sexual content to fraud.
LinkedIn has issued reports on Government Content Removal Requests since 2018, which are updated twice yearly. Over that five-year period, the reports indicate LinkedIn received and acted on a total of two content removal requests in the U.S. The types of requests from federal officials and agencies specified in this proposal fall into the scope of this reporting. Reporting of government take down requests in the U.S. also includes requests from non-federal sources, such as state attorneys general or other state regulatory agencies seeking removal of fraudulent or illegal activities.
LinkedIn’s approach to the review, analysis, and actioning of any such requests is materially the same as Microsoft’s described above. LinkedIn’s Government Requests Report posted at https://about.linkedin.com/transparency notes, “As part of our commitment to a safe, trusted, and professional environment, we provide as much transparency as possible about government requests for member data and content removal we receive. We believe in free expression and try to minimize the impact of laws that negatively affect constructive, relevant speech.”
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