Microsoft Shareholders Pass Stock Plan

November 12, 2003 ( - Microsoft Corp. shareholders have given their approval to the software maker's plan to award restricted stock to employees in lieu of stock options.

The Redmond, Washington-based company needed approval for the proposal, which authorized shares designated for options to be used for grants.   Shareholder approval though did not come without questions, as some shareholders raised questions about the amount of stock that could be granted to any one individual as well as the performance criteria on which future stock grants will be given , the company said in a news release.

It was not divulged by what margin the measure passed.

Microsoft decided in July to stop issuing stock options and replace them with grants. It asked shareholders to approve the changes by letting shares designated for options be used for grants (See Microsoft Wants to Give Workers a Real Stock “Option” ). It will also let employees sell unprofitable options, a sticking point for some since shareholder approval was not sought (See Microsoft Unveils Under-water Option Plan Details ).

The approval comes despite objections from the nation’s largest public pension fund the California Public Employees’ Retirement System (CalPERS).   CalPERS, which owns 55.7 million shares of Microsoft stock, said that while it “applauds” Microsoft’s move, the $154.2 billion pension fund voted its shares against the plan because it wanted the company to disclose more information about the proposal, specifically the fund wanted to know what percentage of the stock grants will carry performance criteria and asserted that those criteria are not strong enough (See  CalPERS Opposes Microsoft Stock Plan ).

Also approved by the shareholders wasthe addition oftwo new directors, increasing the size ofits board of directors from eight to 10 members.   The company also outlined new committee assignments for the expanded board, which will limit each director to serving on one or two committees.

Rejected by the shareholders was a proposal requesting the company refrain from making   direct charitable contributions.