Microsoft shareholders rejected all six shareholder proposals at the company’s virtual annual meeting on December 10, 2024. Three proposals sought additional reports on artificial-intelligence risks: misinformation and disinformation, AI training-data sourcing, and Microsoft’s AI tools for oil and gas.
The strongest support went to the data-sourcing proposal, but it received only 36.19% of votes cast for it. The results rejected requests for additional disclosure; they did not establish that AI risks are unimportant or require Microsoft to stop developing AI products.
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What shareholders voted on
The three AI-related proposals asked Microsoft to produce additional assessments rather than immediately change its products or business strategy.
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One free scan finds every outdated or missing driver and matches the right update for your exact hardware.Free scan · exact hardware match| Proposal | What it requested | For | Against | Result |
|---|---|---|---|---|
| AI misinformation and disinformation | An annual report on operational, financial and public-welfare risks; Microsoft’s role in facilitating AI-generated or AI-distributed misinformation; planned remediation; and the effectiveness of those measures. | 18.67% | 81.33% | Rejected |
| AI data sourcing | A report on risks from unethical or improper use of external data in developing and training Microsoft’s AI offerings, mitigation steps and effectiveness measures. | 36.19% | 63.81% | Rejected |
| AI for oil and gas | A report on risks associated with providing AI and machine-learning tools for new oil and gas development and production. | 9.71% | 90.29% | Rejected |
The certified vote counts are available in Microsoft’s SEC filing reporting the meeting results.
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The exact vote results
Microsoft reported the following counts:
| Proposal | For | Against | Abstain | Broker non-votes |
|---|---|---|---|---|
| AI and machine-learning tools for oil and gas | 498,928,539 | 4,641,011,840 | 59,151,935 | 1,218,114,166 |
| AI misinformation and disinformation | 956,598,432 | 4,167,583,544 | 74,910,338 | 1,218,114,166 |
| AI data-sourcing accountability | 1,803,298,481 | 3,179,152,976 | 216,640,857 | 1,218,114,166 |
Each proposal needed a majority of votes cast to pass. The reported percentages measure votes for among the votes counted for and against the proposal, rather than as a percentage of all Microsoft shares outstanding. Broker non-votes were reported separately and did not count as votes for or against under the stated voting rules.
Why proponents wanted more reporting
Supporters argued that Microsoft’s existing principles and disclosures did not provide enough measurable accountability for investors.
For the misinformation proposal, proponents pointed to potential legal, regulatory, reputational and operational exposure if AI systems generated or distributed misleading content. They sought information about both the risk and the effectiveness of Microsoft’s response.
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The data-sourcing proposal focused on copyright, privacy and proprietary-information concerns involving external training data. Its supporting statement discussed Microsoft’s relationship with OpenAI, the proposed Recall feature and litigation involving Microsoft, OpenAI and The New York Times. Those materials presented proponents’ allegations and concerns; they should not be treated as court findings that Microsoft or OpenAI improperly used particular data.
The oil-and-gas proposal framed Microsoft’s technology services as a climate and transition-risk issue. Its proponents argued that helping develop new fossil-fuel production could create long-term reputational, regulatory and shareholder-value risks.
The proposal language and Microsoft’s responses appear in the company’s 2024 proxy statement filed with the SEC.
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Why Microsoft recommended voting no
Microsoft’s board recommended voting against all six shareholder proposals. Its central argument was that the requested reports would duplicate information the company already publishes through responsible-AI disclosures, product-level reporting and other governance programs.
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For misinformation risks, Microsoft cited its Responsible AI program, Information Integrity Principles, Microsoft Threat Analysis Center, Democracy Forward Initiative, Content Credentials and its 2024 Responsible AI Transparency Report. The company also pointed to product-specific risk assessments and digital-defense reporting.
Microsoft cited a third-party assessment saying that safeguards for a particular set of image-generation risks in Microsoft Designer were 88% effective initially and 96% effective after additional safeguards. Those figures were not a safety score for all Microsoft AI systems or all forms of misinformation.
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For data sourcing, Microsoft said it already describes its legal, privacy, safety and content commitments, along with its approach to developing AI products. More broadly, it argued that product-level and enterprise-wide reporting can be more useful than a new, prescriptive annual report.
Microsoft also indicated that detailed additional disclosures could reveal sensitive or proprietary information and that rapidly changing AI risks may not fit neatly into a static yearly assessment.
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The vote is best understood as a decision about a particular disclosure mechanism, not a referendum on whether AI risk exists.
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- Power that lasts all day – With 20 hours of battery life[3], the new Surface Laptop powers through your entire day, so you can create, work and stream from morning to night without reaching for a charger.
- Work at the speed of your ideas – Built with the latest Qualcomm Snapdragon X2 Elite (12 Core) processors, Surface Laptop delivers fast, AI‑accelerated performance—making it the most powerful Surface laptop for everything from multitasking to demanding workloads.
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- Rejection did not eliminate Microsoft’s AI safeguards or reporting. The existing programs remained the company’s primary approach to addressing these issues.
- It was not a vote to stop AI investment. None of the three proposals required Microsoft to halt AI development, withdraw products or end its relationship with OpenAI.
- Concern and opposition can coexist. A shareholder may consider training-data or misinformation risk material while deciding that a proposed report would be duplicative, too broad or insufficiently useful.
- The proposals were not equally popular. Data-sourcing accountability received nearly four times as much support as the oil-and-gas proposal, but 36.19% still fell well short of the required majority.
The result therefore leaves an unresolved governance question: whether Microsoft’s existing disclosures provide investors with enough repeatable, outcome-based information to evaluate AI risk, or whether future proposals will seek more specific metrics and accountability.
The broader 2024 meeting
The meeting was not solely an AI vote. Shareholders also rejected proposals concerning weapons development, Bitcoin investment and Microsoft data centers in human-rights hotspots. All six shareholder proposals on the ballot failed.
At the same meeting, shareholders elected all 12 director nominees, approved executive compensation on an advisory basis and ratified Deloitte & Touche as Microsoft’s independent auditor. Satya Nadella received 94.35% of votes in his director election; the say-on-pay proposal received 91.34% support; and auditor ratification received 94.32%.
Microsoft reported that 7,434,436,393 shares were entitled to vote and 6,417,206,480 shares were voted in person or by proxy. The meeting was held virtually, with September 30, 2024, as the record date.
What happens next
The defeated proposals did not impose new requirements on Microsoft. The company could continue relying on its existing responsible-AI, information-integrity, data-sourcing and sector-related disclosures.
Shareholder campaigns can return in later years with narrower wording, different metrics or a different theory of risk. That possibility is important for investors: the 2024 result closed one set of proposed reporting requests, but it did not settle whether Microsoft’s AI governance disclosures are sufficient as the company’s AI business expands.
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