Microsoft confirmed that Satya Nadella has held both the chairman and chief executive officer jobs since June 2021, a structure now being challenged by shareholders ahead of the company’s 8 December 2026 annual meeting. The board is asking investors to reject Proposal 7, which would require two different people to serve as chairman and CEO.
That question is drawing attention now because Nadella has led Microsoft since February 2014, and the company’s filings this fall put his combined role back in view. He joined Microsoft in 1992 and was named CEO after more than 20 years at the company, at a time when Steve Ballmer was leaving the top job he had held since January 2000.
Microsoft’s proxy statement filed on 21 October 2026 said Nadella was appointed CEO in February 2014 and chairman in June 2021. A results release later in October again named him chairman and chief executive officer. The board says he is the director best qualified to lead it because he knows Microsoft’s business and strategy, while Microsoft also says Sandra Peterson leads the yearly review of the CEO’s performance and coordinates oversight of succession planning.
The New York State Common Retirement Fund sees that differently. It argues that one person holding both jobs weakens the board’s oversight of its chief executive, and it points to data showing that 42% of S&P 500 boards had an independent director as chairman in 2025, up from 29% in 2015. Microsoft counters that the arrangement has not prevented strong results: revenue rose in all but one of the 13 annual reports filed under Nadella as CEO, climbing from $77.8 billion in fiscal 2013 to $331.8 billion in fiscal 2026.
The numbers also help explain why Microsoft is changing how it talks about the business. In September 2026, the company regrouped its reporting into two segments to match how it is managed, and a late-October filing laid them out. Agents and Infra, which includes applications and agents, its multi-model system and Azure cloud infrastructure, took in $76.8 billion of Microsoft’s $92.3 billion in quarterly revenue to September 2026, while Devices and Consumer brought in $15.5 billion.
What happens next is straightforward: shareholders will decide on 8 December 2026 whether Microsoft keeps the chairman and CEO roles united under Nadella or separates them. For now, the company is standing behind the same leader it elevated in 2014, and investors are being asked whether that model still deserves their backing.
