Perfect timing at Microsoft…

October 10, 2012

One of the things we love to pay attention to when it comes to filings is their timing. If you buy into our belief that there are no accidents in SEC filings, that everything is there for a reason, you should also believe that this applies to when a company files something too.

We thought about that late yesterday when Microsoft (MSFT) filed this 8-K to announce that Netflix (NFLX) CEO Reed Hastings, who had been Microsoft’s lead independent director, would not stand for re-election when Microsoft holds its annual meeting next month. That filing was made at 4:57 pm est yesterday.

Nine minutes later, at 5:06 pm, Microsoft filed its proxy statement, which included 3 different references in the filing to Hasting’s decision not to seek re-election. Think about that for a second: Microsoft didn’t learn of Hastings’ decision just nine minutes earlier. After all, it takes time to pull together a proxy, to approve the language and to work with the graphics folks to make it look presentable.

Which raises the question: when did Microsoft learn that Hastings was planning to step down? Was it really just last week, since this would have undoubtedly triggered an 8-K and the rules are pretty clear on a four-day disclosure window? Keep in mind that another Microsoft director, Raymond Gilmartin, the former CEO of Merck (MRK) announced his decision not to seek re-election back on Sept. 18.

Though we tweeted this yesterday when we first discovered it, there’s some things that are too hard to explain in 140 characters, so we decided to dig in a bit more today. The timing certainly seems a bit too perfect to us.

Image source: Hourglass via Shutterstock

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During this ongoing transition period, I continue to read filings, focus on footnotedPro and tweet regularly @footnoted, so don’t think that I’ve simply disappeared into the ether.

Posted in: Compensation, D&O Turnover, Disclosures

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Companies Mentioned: Microsoft Corporation,
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