8-KThe WireRed Alert
Executive Change
Filed May 14, 2026 · 1mo ago · Accession 0001193125-26-224155
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 13, 2026
Microsoft Corporation
Washington
001-37845
91-1144442
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
One Microsoft Way , Redmond , Washington
98052-6399
( 425 ) 882-8080
www.microsoft.com/investor
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol
Name of exchange
on which registered
Common stock, $0.00000625 par value per share
MSFT
NASDAQ
3.125% Notes due 2028
MSFT
NASDAQ
2.625% Notes due 2033
MSFT
NASDAQ
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) 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.
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.”
There is no arrangement or understanding between Mr. Di Sibio and any other persons pursuant to which he was selected as a director. Mr. Di Sibio has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Di Sibio and Microsoft will enter into the standard Microsoft director indemnification agreement, whereby Microsoft agrees to indemnify, defend and hold its directors harmless from and against losses and expenses incurred as a result of their board service, subject to the terms and conditions provided in the agreement.
Item 9.01.
Financial Statements and Exhibits
(d) Exhibits:
99.1
Press Release of Microsoft Corporation dated May 14, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MICROSOFT CORPORATION
(Registrant)
Date: May 14, 2026
/s/ Brian B. DeFoe
Brian B. DeFoe
Corporate Secretary
Filing details
- Company
- MICROSOFT CORP
- Ticker
- MSFT
- CIK
- 789019
- Form type
- 8-K
- Filing date
- May 14, 2026
- Report date
- May 13, 2026
- Document
- d125909d8k.htm
- Size
- 185 KB