Board Adds Member, Restructures Committees

The Microsoft board of directors added a new member and restructured the board’s committees in an effort to improve the board’s efficiency. The May 2012 addition of Stephen J. Luczo, the chairman, president, and CEO of Seagate Technology, increases the board’s number of independent directors to nine. With Bill Gates and Steve Ballmer, who are non-independent board members, the Microsoft board of directors now has 11 members. The restructuring of the board committees changes the responsibility and name of one committee and eliminates another by reassigning its duties to the remaining committees.

Restructured Committees

The streamlining of the board’s committees was disclosed as part of the board’s annual Governance and Nominating Committee’s governance letter. This letter informs shareholders of developments in the company’s corporate governance framework in 2012, including the following:

• The addition of two new board members (John W. Thompson in February and Stephen Luczo in May)