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NASDAQ: MSFT MICROSOFT CORP 8-K

Microsoft appoints Carmine Di Sibio to Board, adds oversight on Audit and Compensation

Filed May 14, 2026 · Period ending May 13, 2026 · ~1 min read

2 key changes 1 section

Key Changes

  • medium

    Carmine Di Sibio joined Microsoft's Board effective May 13, 2026, expanding governance capacity with assignments to both Audit and Compensation Committees.

    Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
  • low

    Di Sibio will receive standard non-employee director compensation matching existing board members, with no special arrangements disclosed.

    Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →

Summary

Microsoft expanded its Board of Directors with the appointment of Carmine Di Sibio, effective May 13, 2026. Di Sibio will serve on two critical committees—Audit and Compensation—strengthening oversight of financial reporting and executive pay decisions. The appointment follows Microsoft's standard governance practices, with Di Sibio receiving the same compensation structure as other non-employee directors.

For retail investors, this represents routine board refreshment rather than a response to crisis or controversy. Board additions typically signal continuity and can bring fresh expertise to strategic oversight. Watch for Di Sibio's background details in upcoming proxy materials to assess what specific skills or industry experience he brings to Microsoft's governance. The dual committee assignment suggests the board values his financial and compensation expertise, which could influence future decisions on capital allocation and executive incentives.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~200 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

2 Added
Added Board appointment medium

Added in current filing · verify on EDGAR →

On May 14, 2026, Microsoft Corporation (the “Company”) issued a press release to announce that the Company’s Board of Directors appointed Carmine Di Sibio to its Board of Directors, effective May 13, 2026. Mr. Di Sibio will serve on the Audit Committee and the Compensation Committee of the Board.

Microsoft appointed Carmine Di Sibio as a new director effective May 13, 2026. He will serve on two key board committees: Audit and Compensation. This expands the board's composition and adds oversight capacity in financial reporting and executive pay matters.

Show 1 minor / wording change
Added Director compensation low

Added in current filing · verify on EDGAR →

Mr. Di Sibio will receive the same compensation as other non-employee Microsoft directors as described in the Microsoft 2025 Proxy Statement under “Director Compensation.”

The new director will receive standard non-employee director compensation consistent with Microsoft's existing director pay structure disclosed in the 2025 proxy statement. This is routine and does not represent any special arrangement.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 17, 2026 · How we verify