One of Microsoft's largest shareholder votes against CEO Satya Nadella; two things the Fund opposed

Norway’s $2 trillion Sovereign Wealth Fund voted for proposals against Microsoft CEO Satya Nadella. The world's largest Sovereign Wealth Fund voted at Microsoft’s Annual Shareholders' Meet on December 5, where multiple governance and compensation issues were also reviewed. The shareholder meeting was held virtually. At the shareholders meeting, Norway Fund voted against the re-election of CEO Satya Nadella as chair of the Microsoft Board as well as increase in Nadella’s compensation package as Microsoft CEO. Norway's Sovereign Wealth Fund's vote against Nadella in both the cases is as per the Fund's general policy that has been to oppose a company's CEO doubling up as its chair, similarly it has also often complained about executive pay in America being excessive.

The Fund voted against the re-election of Satya Nadella in keeping with its broader policy. It typically opposes governance structures in which a company CEO simultaneously serves as board chair, arguing that such dual roles can weaken accountability. As for voting against Satya Nadella's salary, it underscores Norway Sovereign Wealth Fund's long-standing concerns about pay practices among major US companies. "A substantial proportion of annual remuneration should be provided as shares that are locked in for five to ten years, regardless of resignation or retirement," it said while opposing Nadella's pay package.

What is Norway's Sovereign Wealth Fund

Norway's Sovereign Wealth Fund is managed by Norges Bank Investment Management. It is one of the world's largest sovereign wealth fund. According to fund data, the Norway Sovereign Fund owned a 1.35% stake worth $50 billion in Microsoft as of June 30, its second-largest equity holding overall, after AI chip giant Nvidia. The Fund is Microsoft's eighth-largest shareholder, according to LSEG data.

Microsoft shareholders approve CEO Satya Nadella's huge salary hike

Microsoft shareholders' meeting saw all company-proposed items pass with strong support, including the advisory vote on executive compensation. Microsoft shareholders gave a resounding vote of confidence to CEO Satya Nadella’s leadership, approving a compensation package that soared to $96.5 million for fiscal 2025. This record high is driven by a 23% stock surge in 2025, with shares doubling in value over three years. The Microsoft Board’s compensation committee cited exceptional progress in AI as a key factor for approving the compensation package.

Satya Nadella's pay package, detailed in regulatory filings, reflects a 22% increase from the previous year, largely fueled by stock awards tied to the company’s surging share price.

Other than this, Microsoft’s board recommended that shareholders vote against all six outside proposals, which covered issues including AI censorship, data privacy, human rights, and climate. And as suggested by the Microsoft Board, shareholders rejected all six proposals.