Summary

SUMMARY

This summary highlights selected information from this proxy statement related to the merger of Liberty Merger Sub Inc. (a wholly owned subsidiary of Microsoft Corporation) with and into LinkedIn Corporation, which we refer to as the "merger," and may not contain all of the information that is important to you. To understand the merger more fully and for a more complete description of the legal terms of the merger, you should carefully read this entire proxy statement, the annexes to this proxy statement and the documents that we refer to in this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement captioned "Where You Can Find More Information." The merger agreement is attached as Annex A to this proxy statement. We encourage you to read the merger agreement, which is the legal document that governs the merger, carefully and in its entirety.

Except as otherwise specifically noted in this proxy statement, "LinkedIn," "we," "our," "us" and similar words refer to LinkedIn Corporation, including, in certain cases, our subsidiaries. Throughout this proxy statement, we refer to Microsoft Corporation as "Microsoft" and Liberty Merger Sub Inc. as "Merger Sub." In addition, throughout this proxy statement we refer to the Agreement and Plan of Merger, dated as of June 11, 2016, as it may be amended from time to time, by and among LinkedIn, Microsoft and Merger Sub as the "merger agreement."

Parties Involved in the Merger

LinkedIn Corporation

LinkedIn is the world's largest professional network on the internet with over 433 million members in over 200 countries and territories as of the date of this proxy statement. Members use our platform to stay connected and informed, advance their career and work smarter.

LinkedIn's Class A common stock is listed on the New York Stock Exchange, which we refer to as the "NYSE," under the symbol "LNKD." LinkedIn's principal executive offices are located at 2029 Stierlin Court, Mountain View, CA 94043, and its telephone number is (650) 687-3600.

Microsoft Corporation

Microsoft is a technology company whose mission is to empower every person and every organization on the planet to achieve more. Its strategy is to build best-in-class platforms and productivity services for a mobile-first, cloud-first world. Founded in 1975, Microsoft operates worldwide and has offices in more than 100 countries. Microsoft develops, licenses, and supports a wide range of software products, services, and devices that deliver new opportunities, greater convenience, and enhanced value to people's lives. Microsoft offers an array of services, including cloud-based services, to consumers and businesses. Microsoft designs, manufactures, and sells devices that integrate with its cloud-based services, and Microsoft delivers relevant online advertising to a global audience.

Microsoft's common stock is listed on the NASDAQ Stock Market, which we refer to as "Nasdaq," under the symbol "MSFT." Microsoft's principal executive offices are located at One Microsoft Way, Redmond, WA 98052, and its telephone number is (425) 882-8080.

Liberty Merger Sub Inc.

Merger Sub is a wholly owned direct subsidiary of Microsoft and was formed on June 10, 2016, solely for the purpose of engaging in the transactions contemplated by the merger agreement and has not engaged in any business activities other than in connection with the transactions

contemplated by the merger agreement. Merger Sub's principal executive offices are located at One Microsoft Way, Redmond, WA 98052 and its telephone number is (425) 882-8080.

Effect of the Merger

Upon the terms and subject to the conditions of the merger agreement, Merger Sub will merge with and into LinkedIn, with LinkedIn continuing as the surviving corporation and as a wholly owned subsidiary of Microsoft. Throughout this proxy statement, we use the term "surviving corporation" to refer to LinkedIn as the surviving corporation following the merger. As a result of the merger, LinkedIn will cease to be a publicly traded company. If the merger is completed, you will not own any shares of the capital stock of the surviving corporation.

The time at which the merger becomes effective, which we refer to as the "effective time of the merger," will occur upon the filing of a certificate of merger with and acceptance of such certificate by the Secretary of State of the State of Delaware (or at such later time as LinkedIn, Microsoft and Merger Sub may agree and specify in such certificate of merger).

Effect on LinkedIn if the Merger is Not Completed

If the merger agreement is not adopted by LinkedIn stockholders or if the merger is not completed for any other reason, LinkedIn stockholders will not receive any payment for their shares of Class A common stock and Class B common stock, which we refer to collectively as the "common stock." Instead, LinkedIn will remain an independent public company, our Class A common stock will continue to be listed and traded on the NYSE and registered under the Securities Exchange Act of 1934, as amended, which we refer to as the "Exchange Act," and we will continue to file periodic reports with the Securities and Exchange Commission, which we refer to as the "SEC." Under specified circumstances, LinkedIn will be required to pay Microsoft a termination fee upon the termination of the merger agreement. For more information, see the section of this proxy statement captioned "The Merger Agreement—Termination Fee."

Merger Consideration

In the merger, each outstanding share of common stock (other than shares held by (1) LinkedIn as treasury stock; (2) Microsoft, Merger Sub or their respective subsidiaries; and (3) LinkedIn stockholders who have properly and validly exercised and perfected their appraisal rights under Delaware law with respect to such shares) will be cancelled and converted into the right to receive $196.00 in cash, without interest and less any applicable withholding taxes, which amount we refer to as the "per share merger consideration." At or promptly following the effective time of the merger, Microsoft will deposit sufficient funds to pay the aggregate per share merger consideration with a designated paying agent. Once a stockholder has provided the paying agent with his, her or its stock certificates (or customary agent's message with respect to book-entry shares), letter of transmittal and the other items specified by the paying agent, the paying agent will promptly pay the stockholder the per share merger consideration. For more information, see the section of this proxy statement captioned "The Merger Agreement—Exchange and Payment Procedures."

After the merger is completed, you will have the right to receive the per share merger consideration, but you will no longer have any rights as a stockholder (except that LinkedIn stockholders who properly and validly exercise and perfect, and do not validly withdraw or subsequently lose, their appraisal rights will have the right to receive a payment for the "fair value" of their shares as determined pursuant to an appraisal proceeding as contemplated by Delaware law, as described below under the section of this proxy statement captioned "The Merger—Appraisal Rights").

The Special Meeting

Date, Time and Place

A special meeting of stockholders will be held on August 19, 2016, at the Computer History Museum, 1401 N. Shoreline Blvd., Mountain View, CA 94043, at 10:30 a.m., Pacific time. We refer to the special meeting, and any adjournment, postponement or other delay of the special meeting, as the "special meeting."

Purpose

At the special meeting, we will ask stockholders to vote on proposals to (1) adopt the merger agreement; (2) adjourn the special meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting; and (3) approve, by non-binding, advisory vote, compensation that will or may become payable by LinkedIn to our named executive officers in connection with the merger.

Record Date; Shares Entitled to Vote

You are entitled to vote at the special meeting if you owned shares of common stock at the close of business on July 18, 2016, which we refer to as the "record date." You will have one vote at the special meeting for each share of Class A common stock that you owned as of the close of business on the record date, and you will have 10 votes at the special meeting for each share of Class B common stock that you owned as of the close of business on the record date. The Class A common stock and Class B common stock are voting as a single class on the proposals to be considered at the special meeting.

Quorum

As of the record date, there were 119,167,595 shares of Class A common stock and 15,559,383 shares of Class B common stock outstanding and entitled to vote at the special meeting. The presence in person or by proxy of the holders of a majority of the aggregate voting power of all outstanding shares of common stock entitled to vote at the special meeting will constitute a quorum at the special meeting.

Required Vote

Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the voting power of the outstanding shares of common stock entitled to vote on the proposal. Approval of the proposal to adjourn the special meeting, whether or not a quorum is present, requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the special meeting and entitled to vote on the proposal. Approval, by non-binding, advisory vote, of compensation that will or may become payable by LinkedIn to our named executive officers in connection with the merger requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the special meeting and entitled to vote on the proposal.

Share Ownership of Our Directors and Executive Officers

As of the record date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 15,665,329 shares of common stock, representing approximately 12% of the shares of common stock, and approximately 54% of the total voting power of the shares of common stock, outstanding on the record date. Our co-founder and Chair of the Board of Directors, Reid Hoffman, beneficially owned and was entitled to vote, in the aggregate, 14,489,899 shares of

Class B common stock, representing approximately 11% of the shares of common stock, and approximately 53% of the total voting power of the shares of common stock, outstanding on the record date. Our directors and executive officers have informed us that they intend to vote all of their shares of common stock (1) "FOR" the adoption of the merger agreement; (2) "FOR" the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting; and (3) "FOR" the non-binding, advisory proposal to approve compensation that will or may become payable by LinkedIn to our named executive officers in connection with the merger.

Voting and Proxies

Any stockholder of record entitled to vote may submit a proxy by returning a signed and dated proxy card in the accompanying prepaid reply envelope or granting a proxy electronically over the internet or by telephone. A stockholder of record may also vote in person by appearing at the special meeting and voting by ballot. If you are a beneficial owner and hold your shares of common stock in "street name" through a bank, broker or other nominee, you should instruct your bank, broker or other nominee on how you wish to vote your shares of common stock using the instructions provided by your bank, broker or other nominee. Under applicable stock exchange rules, banks, brokers or other nominees have the discretion to vote on routine matters. The proposals to be considered at the special meeting are non-routine matters, and banks, brokers and other nominees cannot vote on these proposals without your instructions. Therefore, it is important that you cast your vote or instruct your bank, broker or nominee on how you wish to vote your shares.

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by (1) signing another proxy card with a later date and returning it prior to the special meeting; (2) submitting a new proxy electronically over the internet or by telephone after the date of the earlier submitted proxy; (3) delivering a written notice of revocation to our Corporate Secretary; or (4) attending the special meeting and voting in person by ballot.

If you hold your shares of common stock in "street name," you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person by ballot at the special meeting if you obtain a "legal proxy" from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.

Recommendation of the LinkedIn Board of Directors and Reasons for the Merger

LinkedIn's Board of Directors, which we refer to as the "LinkedIn Board," after considering various factors described in the section of this proxy statement captioned "The Merger—Recommendation of the LinkedIn Board and Reasons for the Merger," has unanimously (1) determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are fair to, advisable and in the best interests of LinkedIn and its stockholders; and (2) adopted and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. The LinkedIn Board unanimously recommends that you vote (1) "FOR" the adoption of the merger agreement; (2) "FOR" the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting; and (3) "FOR" the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by LinkedIn to our named executive officers in connection with the merger.

Fairness Opinion of Qatalyst Partners

In connection with our consideration of strategic alternatives, we engaged Qatalyst Partners LP, which we refer to as "Qatalyst Partners," to provide financial advice based on Qatalyst Partners' qualifications, expertise, reputation and knowledge of our business and the industry in which we operate. At the meeting of the LinkedIn Board on June 11, 2016, Qatalyst Partners rendered its oral opinion, subsequently confirmed in writing, that as of June 11, 2016, and based upon and subject to the various assumptions, considerations, limitations and other matters set forth in the written opinion, the $196.00 per share merger consideration to be received by the holders of our Class A common stock pursuant to the merger agreement, other than Microsoft or any affiliates of Microsoft, in their capacity as holders of our Class A common stock, which we refer to as the "Class A holders," was fair, from a financial point of view, to such holders.

The full text of the written opinion of Qatalyst Partners to the LinkedIn Board, dated June 11, 2016, is attached to this proxy statement as Annex B and is incorporated into this proxy statement by reference. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Qatalyst Partners in rendering its opinion. You should read the opinion carefully in its entirety. Qatalyst Partners' opinion was provided to the LinkedIn Board and addressed only, as of the date of the opinion, the fairness from a financial point of view of the $196.00 per share merger consideration to be received by the holders of our Class A common stock, other than Microsoft or any affiliates of Microsoft, pursuant to the merger agreement, in their capacity as Class A holders. It does not address any other aspect of the merger and does not constitute a recommendation as to how any of our stockholders should vote with respect to the merger or any other matter and does not in any manner address the prices at which our Class A common stock will trade at any time.

For a more complete description, see the section of this proxy statement captioned "The Merger—Fairness Opinion of Qatalyst Partners."

Treatment of Equity Awards in the Merger

The merger agreement provides that LinkedIn's equity awards that are outstanding immediately prior to the effective time of the merger will be treated as follows in the merger:

Company Options

Each outstanding option to purchase shares of LinkedIn common stock granted pursuant to any LinkedIn stock plan (including awards assumed in prior transactions), which we refer to as "company options," outstanding as of immediately prior to the effective time of the merger and that is then vested, or will vest as a result of the merger, which we refer to together as "surrendered company options," will, as of the effective time of the merger, be cancelled and converted into the right to receive the per share merger consideration of $196.00 for each share of LinkedIn common stock that would have been issuable upon exercise of such surrendered company option prior to the effective time of the merger less the applicable exercise price for each such share of LinkedIn common stock under such surrendered company option and less any applicable withholding taxes. If the per share exercise price of any surrendered company option is equal to or greater than $196.00, such surrendered company option will be cancelled as of the effective time of the merger for no payment and will have no further effect.

Each company option that is outstanding as of immediately prior to the effective time of the merger, has an exercise price per share that is less than $196.00 and is not a surrendered company option, which we refer to together as an "assumed company option," will, as of the effective time of the merger, be, as determined by Microsoft, (1) assumed by Microsoft and converted into an option

to acquire; or (2) converted into an option granted pursuant to Microsoft's 2001 Stock Plan, as amended and restated, which we refer to as the "Microsoft stock plan," to acquire, in each case, on the same material terms and conditions as were applicable to such assumed company option immediately prior to the effective time of the merger, a number of shares of Microsoft common stock equal to the product (rounded down to the nearest whole share) of (1) the number of shares of LinkedIn common stock subject to such assumed company option as of immediately prior to the effective time of the merger multiplied by (2) the stock award exchange ratio (as described in more detail under the section of this proxy statement captioned "The Merger—Interests of LinkedIn's Directors and Executive Officers in the Merger"). The per share exercise price for assumed company options will equal the quotient (rounded up to the nearest whole cent) determined by dividing (1) the per share exercise price for the LinkedIn common stock subject to such assumed company option as of immediately prior to the effective time of the merger by (2) the stock award exchange ratio. Each company option that is outstanding as of immediately prior to the effective time of the merger, has an exercise price per share that is equal to or greater than $196.00, and is not a surrendered company option will be cancelled as of the effective time of the merger for no payment and will have no further effect.

Prior to the closing date of the merger, Microsoft may elect to treat some or all company options that would otherwise be assumed company options as vested surrendered company options, which will become fully vested and then cancelled and treated as a surrendered company option.

Company Stock-Based Awards

Each right to receive or retain shares of LinkedIn common stock or receive a cash payment equivalent granted pursuant to any LinkedIn stock plan (including awards assumed in prior transactions), other than a company option, including restricted stock and restricted stock unit awards, which we refer to as "company stock-based awards," outstanding as of immediately prior to the effective time of the merger that are vested as of immediately prior to the effective time of the merger, or will vest as a result of the merger, which we refer to as "surrendered company stock-based awards," will, as of the effective time of the merger, be cancelled and converted into the right to receive the per share merger consideration of $196.00 with respect to each share of LinkedIn common stock subject to the surrendered company—stock based award, less any applicable withholding taxes.

Each company stock-based award that is outstanding as of immediately prior to the effective time of the merger and is not a surrendered company stock-based award, which we refer to together as an "assumed company stock-based award," will, as of the effective time of the merger, be, as determined by Microsoft, (1) assumed by Microsoft and converted into a stock-based award; or (2) converted into a stock-based award granted pursuant to the Microsoft stock plan, in each case, with the same material terms and conditions as were applicable to such assumed company stock-based award immediately prior to the effective time of the merger, in respect of a number of shares of Microsoft common stock equal to the product (rounded down to the nearest whole share) of (1) the number of shares of LinkedIn common stock subject to such assumed company stock-based award as of immediately prior to the effective time of the merger multiplied by (2) the stock award exchange ratio.

Prior to the closing date of the merger, Microsoft may elect to treat some or all company stock-based awards that would otherwise be assumed company stock-based awards as vested surrendered company stock-based awards, which will become fully vested and then cancelled and treated as a surrendered company stock-based award.

Employee Stock Purchase Plan

LinkedIn's executive officers will determine a date that is no later than one business day prior to the date on which the effective time of the merger occurs as the final "exercise date" for purposes of LinkedIn's 2011 Employee Stock Purchase Plan, which we refer to as the "ESPP." On such exercise date, LinkedIn will apply the funds credited as of such date pursuant to the ESPP within each participant's payroll withholding account to the purchase of whole shares of LinkedIn common stock in accordance with the terms of the ESPP. Subject to the consummation of the merger, the ESPP will terminate immediately prior to and effective as of the effective time of the merger.

Pursuant to the terms of the merger agreement, the LinkedIn Board has adopted resolutions providing that each individual participating in the ESPP now will not be permitted to increase his or her payroll contribution rate pursuant to the ESPP from the rate in effect when that offering period commenced, and that each individual participating in the ESPP now or in any future offering period will not be permitted to make separate non-payroll contributions to the ESPP on or following the date of the merger agreement, except as may be required by applicable law. Prior to the effective time of the merger, LinkedIn will take all actions that may be necessary to, effective upon the consummation of the merger, (1) cause any offering period that would otherwise be outstanding at the effective time of the merger to be terminated no later than one business day prior to the date on which the effective time of the merger occurs; (2) make any pro rata adjustments that may be necessary to reflect the shortened offering period while treating the shortened offering period as a fully effective and completed offering period for all purposes of the ESPP; (3) cause the exercise (as of no later than one business day prior to the date on which the effective time of the merger occurs) of each outstanding purchase right pursuant to the ESPP; and (4) provide that no further offering period or purchase period will commence pursuant to the ESPP after the effective time of the merger.

Employee Benefits

From and after the effective time of the merger, the surviving corporation will (and Microsoft will cause the surviving corporation to) honor all of LinkedIn's benefit plans and compensation and severance arrangements in accordance with their terms as in effect immediately prior to the effective time of the merger. The surviving corporation will (and Microsoft will cause the surviving corporation or one of its subsidiaries to) continue the employment of all employees of LinkedIn and its subsidiaries as of the effective time of the merger by taking such actions, if any, as are required by applicable law. For a period of one year following the effective time of the merger, the surviving corporation and its subsidiaries will (and Microsoft will cause the surviving corporation and its subsidiaries to) provide continuing employees with compensation, benefits, and severance payments and benefits (other than equity-based compensation and individual employment agreements, except as provided in the first sentence of this paragraph) at levels that, taken as a whole, are no less favorable in the aggregate than the compensation, benefits, and severance payments and benefits (other than equity-based compensation and individual employment agreements) provided to continuing employees immediately prior to the effective time of the merger, either through (1) LinkedIn's benefit plans and arrangements in existence immediately prior to the effective time of the merger, (2) comparable plans, or some combination of (1) and (2). In each case, base compensation and target incentive compensation opportunity will not be decreased for a period of one year following the effective time of the merger for any continuing employee employed during that period except in the ordinary course of business consistent with LinkedIn's past practice. Additionally, for continuing employees who terminate employment during the one year period following the effective time of the merger, the surviving corporation will (and Microsoft will cause the surviving corporation to) provide severance payments and benefits to eligible employees in accordance with LinkedIn's severance plans, guidelines and practices as in effect on the date of the merger agreement.

To the extent that a LinkedIn benefit plan or comparable plan is made available to a continuing employee after the effective time of the merger (other than with respect to certain exceptions), the surviving corporation and its subsidiaries will (and Microsoft will cause the surviving corporation or one of its subsidiaries to) grant continuing employees credit for all service with LinkedIn and its subsidiaries prior to the effective time of the merger for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of vacation accrual and severance pay entitlement, but excluding for purposes of benefit accruals under any defined benefit pension plan or post-employment welfare plan), except that such service need not be credited to the extent that it would result in duplication of benefits. In addition, (1) each continuing employee will be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by the surviving corporation and its subsidiaries to the extent that coverage pursuant to any such new benefit plan replaces coverage pursuant to a comparable LinkedIn benefit plan or arrangement that the continuing employee participates in immediately before the effective time of the merger; (2) for purposes of each new benefit plan providing health and welfare benefits to a continuing employee, the surviving corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such new benefit plans to be waived for such continuing employee and his or her covered dependents, to the extent waived under the corresponding LinkedIn benefit plan or arrangement, and the surviving corporation will cause any eligible expenses incurred by such continuing employee and his or her covered dependents during the portion of the plan year of the LinkedIn benefit plan or arrangement ending on the date that such continuing employee's participation in the corresponding new benefit plan begins to be given full credit pursuant to such new benefit plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such continuing employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such new benefit plan, to the extent credited under the LinkedIn benefit plan or arrangement; and (3) credit the accounts of such continuing employees pursuant to any new benefit plan that is a flexible spending plan with any unused balance in the account of such continuing employee. Any vacation or paid time off accrued but unused by a continuing employee as of immediately prior to the effective time of the merger will be credited to such continuing employee following the effective time of the merger in accordance with LinkedIn's vacation or paid time off policies in effect immediately prior to the effective time of the merger.

For more information, see the section of this proxy statement captioned "The Merger Agreement—Employee Benefits."

Interests of LinkedIn's Directors and Executive Officers in the Merger

When considering the recommendation of the LinkedIn Board that you vote to approve the proposal to adopt the merger agreement, you should be aware that our directors and executive officers may have interests in the merger that are different from, or in addition to, your interests as a stockholder. In (1) evaluating and negotiating the merger agreement; (2) approving the merger agreement and the merger; and (3) recommending that the merger agreement be adopted by LinkedIn stockholders, the LinkedIn Board was aware of and considered these interests to the extent that they existed at the time, among other matters. These interests include the following:

•: accelerated vesting, upon the effective time of the merger, of the restricted stock units, which we refer to as "RSUs," held by certain non-continuing directors, pursuant to the LinkedIn 2011 Equity Incentive Plan and as described in more detail below under the section of this proxy statement captioned "The Merger—Interests of LinkedIn Directors and Executive Officers in the Merger—Treatment of Equity-Based Awards—Treatment of Company Stock-Based Awards;" and

•: the entitlement of each executive officer to receive payments and benefits pursuant to arrangements entered into prior to the commencement of discussions or negotiations regarding the merger, including cash severance benefits and immediate vesting of 100% or 50%, as applicable, of his or her outstanding company options or company stock-based awards, under his or her existing offer letter or change of control agreement if, within 12 months following the merger, there is an involuntary termination of employment without cause, or a constructive termination, as described in more detail below under the section of this proxy statement captioned "The Merger—Interests of LinkedIn's Directors and Executive Officers in the Merger—Payments Upon Termination Following Change of Control."

In addition, Mr. Weiner has entered into an offer letter with Microsoft providing for his future employment following the completion of the merger, as described in more detail below under the section of this proxy statement captioned "The Merger—Interests of LinkedIn's Directors and Executive Officers in the Merger—Employment Arrangements Following the Merger."

If the proposal to adopt the merger agreement is approved, the common stock held by our directors and executive officers will be treated in the same manner as the common stock held by all other stockholders. For more information, see the section of this proxy statement captioned "The Merger—Interests of LinkedIn's Directors and Executive Officers in the Merger."

Appraisal Rights

If the merger is consummated, LinkedIn stockholders who do not vote in favor of the adoption of the merger agreement, who continuously hold such shares through the effective time of the merger, and who properly perfect appraisal of their shares will be entitled to appraisal rights in connection with the merger under Section 262 of the General Corporation Law of the State of Delaware, which we refer to as the "DGCL." This means that such stockholders are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the "fair value" of their shares of common stock, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court. Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the merger agreement if they did not seek appraisal of their shares.

To exercise appraisal rights, the stockholder of record must (1) submit a written demand for appraisal to LinkedIn before the vote is taken on the proposal to adopt the merger agreement; (2) not submit a proxy or otherwise vote in favor of the proposal to adopt the merger agreement; and (3) continue to hold the subject shares of common stock of record through the effective time of the merger. The failure to follow exactly the procedures specified under the DGCL will result in the loss of appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this proxy statement, and the relevant section of the DGCL regarding appraisal rights is attached as Annex C to this proxy statement. If you hold your shares of common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or other nominee to determine the appropriate procedures for the making of a demand for appraisal on your behalf by your bank, broker or other nominee.

Material U.S. Federal Income Tax Consequences of the Merger

For U.S. federal income tax purposes, the receipt of cash by a U.S. Holder (as defined under the section of this proxy statement captioned "The Merger—Material U.S. Federal Income Tax Consequences of the Merger") in exchange for such U.S. Holder's shares of common stock in the merger generally will result in the recognition of gain or loss in an amount measured by the difference, if any, between the amount of cash that such U.S. Holder receives in the merger and such U.S. Holder's adjusted tax basis in the shares of common stock surrendered in the merger.

A Non-U.S. Holder (as defined under the section of this proxy statement captioned "The Merger—Material U.S. Federal Income Tax Consequences of the Merger") generally will not be subject to U.S. federal income tax with respect to the exchange of common stock for cash in the merger unless such Non-U.S. Holder has certain connections to the United States.

For more information, see the section of this proxy statement captioned "The Merger—Material U.S. Federal Income Tax Consequences of the Merger." Stockholders should consult their own tax advisors concerning the U.S. federal income tax consequences relating to the merger in light of their particular circumstances and any consequences arising under U.S. federal income tax laws or the laws of any state, local or non-U.S. taxing jurisdiction.

Regulatory Approvals Required for the Merger

Under the merger agreement, the merger cannot be completed until (1) the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which we refer to as the "HSR Act," has expired or been terminated; and (2) the approval or clearance of the merger has been granted by relevant antitrust authorities in the European Union and Canada.

Legal Proceedings Regarding the Merger

On July 15, 2016, a putative shareholder class action lawsuit, captioned Shahram Badiian v. Reid Hoffman, et al., Case No. 16CV297883, was filed in the Superior Court of California for Santa Clara County against LinkedIn and the members of the LinkedIn Board, which we refer to as the "individual defendants," as well as against Microsoft and Merger Sub, which we refer to as the "Microsoft defendants." The complaint generally alleges that, in connection with the proposed merger, the individual defendants breached their fiduciary duties to LinkedIn and its stockholders by, among other things, agreeing to the proposed merger with the Microsoft defendants at an unfair price and pursuant to an unfair process and by causing the July 1, 2016 preliminary proxy statement, which we refer to as the "preliminary proxy," to be filed with the SEC with materially misleading statements and omissions about the proposed merger. Among other things, the complaint alleges that the preliminary proxy omits and/or misrepresents facts regarding: (i) the process leading up to the proposed merger, (ii) certain data and inputs underlying the financial analyses of Qatalyst Partners, LinkedIn's financial advisor in connection with the proposed merger, and (iii) LinkedIn management's and analysts' financial projections that Qatalyst Partners relied upon in preparing its financial analyses. The complaint further alleges that the Microsoft defendants aided and abetted the individual defendants' breach of their fiduciary duties. The complaint seeks an order preliminarily and/or permanently enjoining the proposed merger and/or rescission of the merger in the event it is consummated, an accounting for damages against all defendants, and an award of attorneys' and experts' fees, in addition to other relief. LinkedIn and the individual defendants believe that the plaintiff's allegations are without merit and intend to defend against them vigorously.

No Solicitation of Other Offers

Under the merger agreement, from the date of the merger agreement until the effective time of the merger (or the earlier termination of the merger agreement), LinkedIn has agreed to cease and

cause to be terminated any discussions or negotiations with and terminate any data room or other diligence access of any person, its affiliates and its representatives (as defined below) relating to an acquisition transaction (as defined under the section of this proxy statement captioned "The Merger Agreement—No Solicitation of Other Offers") and to request any person who executed a confidentiality agreement in connection with its consideration of acquiring LinkedIn to promptly return or destroy any non-public information furnished by or on behalf of LinkedIn prior to the date of the merger agreement.

Under the merger agreement, from the date of the merger agreement until the effective time of the merger (or the earlier termination of the merger agreement), LinkedIn has agreed not to, and to cause or direct, as the case may be, its subsidiaries and its and their respective affiliates, directors, officers, employees, consultants, agents, representatives and advisors, whom we collectively refer to as "representatives," not to, among other things: (1) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal that constitutes, or is reasonably expected to lead to, an acquisition proposal (as defined under the section of this proxy statement captioned "The Merger Agreement—No Solicitation of Other Offers"); (2) furnish or otherwise provide access to any non-public information regarding, or to the business, properties, assets, books, records or personnel of, LinkedIn or its subsidiaries to any person in connection with or with the intent to induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, an acquisition proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an acquisition proposal; (3) participate or engage in discussions or negotiations with any person with respect to an acquisition proposal or with respect to any inquiries from third parties relating to making a potential acquisition proposal; (4) approve, endorse or recommend any proposal that constitutes, or is reasonably expected to lead to, an acquisition proposal; (5) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other contract relating to an acquisition transaction (as defined under the section of this proxy statement captioned "The Merger Agreement—No Solicitation of Other Offers"); or (6) authorize or commit to do any of the foregoing.

Notwithstanding these restrictions, under certain circumstances prior to the adoption of the merger agreement by LinkedIn stockholders, LinkedIn may furnish information to, and enter into negotiations or discussions with, a person regarding a bona fide written acquisition proposal if the LinkedIn Board determines in good faith after consultation with its financial advisor and its outside legal counsel that (1) such proposal constitutes or is reasonably likely to lead to a superior proposal (as defined under the section of this proxy statement captioned "The Merger Agreement—No Solicitation of Other Offers"); and (2) failure to do so would be inconsistent with its fiduciary duties pursuant to applicable law. For more information, see the section of this proxy statement captioned "The Merger Agreement—No Solicitation of Other Offers."

LinkedIn is not entitled to terminate the merger agreement to enter into an agreement for a superior proposal unless it complies with certain procedures in the merger agreement, including engaging in good faith negotiations with Microsoft during a specified period. If LinkedIn terminates the merger agreement in order to accept a superior proposal, it must pay a $725 million termination fee to Microsoft. For more information, see the section of this proxy statement captioned "The Merger Agreement—The LinkedIn Board's Recommendation; Company Board Recommendation Change."

Change in the LinkedIn Board's Recommendation

The LinkedIn Board may not withdraw its recommendation that LinkedIn stockholders adopt the merger agreement or take certain similar actions other than, under certain circumstances, if it determines in good faith, after consultation with its financial advisor and outside legal counsel, that

failure to do so would be inconsistent with the LinkedIn Board's fiduciary duties pursuant to applicable law and complies with the provisions of the merger agreement.

However, the LinkedIn Board cannot withdraw its recommendation that LinkedIn stockholders adopt the merger agreement or take certain similar actions unless it complies with certain procedures in the merger agreement, including engaging in good faith negotiations with Microsoft during a specified period. If Microsoft terminates the merger agreement because the LinkedIn Board withdraws its recommendation that LinkedIn stockholders adopt the merger agreement or takes certain similar actions, then LinkedIn must pay a $725 million termination fee to Microsoft. For more information, see the section of this proxy statement captioned "The Merger Agreement—The LinkedIn Board's Recommendation; Company Board Recommendation Change."

Conditions to the Closing of the Merger

The obligations of LinkedIn, Microsoft and Merger Sub, as applicable, to consummate the merger are subject to the satisfaction or waiver of certain conditions, including (among other conditions), the following:

•: the adoption of the merger agreement by the requisite affirmative vote of LinkedIn stockholders;
•: the expiration or termination of the applicable waiting period under, or obtaining all requisite consents pursuant to, the HSR Act and the antitrust laws of the European Union and Canada;
•: the consummation of the merger not being restrained, enjoined, rendered illegal or otherwise prohibited by any law or order of any governmental authority;
•: the absence of any Company Material Adverse Effect (as such term is defined in the section of this proxy statement captioned "The Merger Agreement—Representations and Warranties") or a material adverse effect with respect to Microsoft and its subsidiaries (as such term is defined in the merger agreement) having occurred after the date of merger agreement that is continuing as of the effective time of the merger;
•: the accuracy of the representations and warranties of Microsoft and Merger Sub in the merger agreement, subject to materiality qualifiers, as of the effective time of the merger or the date in respect of which such representation or warranty was specifically made;
•: the accuracy of the representations and warranties of LinkedIn in the merger agreement, subject to materiality qualifiers, as of the effective time of the merger or the date in respect of which such representation or warranty was specifically made; and
•: the performance and compliance in all material respects by LinkedIn, Microsoft and Merger Sub of and with their respective covenants and obligations required to be performed and complied with by them under the merger agreement at or prior to the effective time of the merger.

Termination of the Merger Agreement

The merger agreement may be terminated at any time prior to the effective time of the merger, whether before or after the adoption of the merger agreement by LinkedIn stockholders, in the following ways:

•: by mutual written agreement of LinkedIn and Microsoft;

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by either LinkedIn or Microsoft if:

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(1) a permanent injunction or similar order issued by a court or other legal restraint prohibiting consummation of the merger is in effect, or any action taken by a governmental authority prohibiting the merger has become final and non-appealable; or (2) any statute, regulation or order prohibiting the merger has been enacted (except that a party may not terminate the merger agreement pursuant to this provision if such party has failed to use its reasonable best efforts to resist, appeal, obtain consent pursuant to, resolve or lift, as applicable, such injunction, law or order);

•

the merger has not been consummated before January 11, 2017, which we refer to as the "termination date," except that if all conditions have been satisfied (other than those conditions to be satisfied at the closing of the merger) or waived (to the extent permitted by applicable law) by that date but on that date any of the antitrust or competition-related conditions or the conditions related to prohibitive laws or orders set forth in the merger agreement have not been satisfied, then either LinkedIn or Microsoft may elect to extend the termination date to June 11, 2017, but:

•: a party may not terminate the merger agreement if such party's action or failure to act constitutes a breach of the merger agreement and is the primary cause of the failure to consummate the merger by the termination date; and
•: LinkedIn may not terminate the merger agreement if it has not taken a stockholder vote on the adoption of the merger agreement at the special meeting;

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the LinkedIn stockholders do not adopt the merger agreement at the special meeting (except that a party may not terminate the merger agreement if such party's action or failure to act constitutes a breach of the merger agreement and is the primary cause of the failure to obtain the approval of the LinkedIn stockholders at the special meeting);

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by LinkedIn if:

•: after a cure period, Microsoft or Merger Sub has breached or failed to perform in any material respect any of its respective representations, warranties, covenants or other agreements in the merger agreement, such that the related closing condition would not be satisfied;
•: prior to the adoption of the merger agreement by LinkedIn stockholders, (1) LinkedIn has received a superior proposal; (2) the LinkedIn Board has authorized LinkedIn to enter into an agreement to consummate the transaction contemplated by such superior proposal, (3) LinkedIn pays Microsoft a $725 million termination fee; and (4) LinkedIn has complied with its non-solicitation obligations under the merger agreement;

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by Microsoft if:

•: after a cure period, LinkedIn has breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements in the merger agreement, such that the related closing condition would not be satisfied; or
•: the LinkedIn Board (1) withholds, withdraws, amends, qualifies or modifies, or publicly proposes to withhold, withdraw, amend, qualify or modify, the LinkedIn Board's recommendation in a manner adverse to Microsoft; (2) adopts, approves, or recommends an acquisition proposal; (3) fails to publicly reaffirm the LinkedIn Board's recommendation within 10 business days of the occurrence of a material event or development and after Microsoft so requests in writing (or if the special meeting is scheduled to be held within 10 business days, then within one business day after Microsoft so requests); (4) takes or

fails to take any formal action or makes or fails to make any recommendation in connection with a tender or exchange offer, other than a recommendation against such offer or a "stop, look and listen" communication by the LinkedIn Board (or a committee thereof) to LinkedIn's stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); or (5) fails to include the LinkedIn Board's recommendation in this proxy statement.

Termination Fee

LinkedIn will be required to pay to Microsoft a termination fee of $725 million if the merger agreement is terminated in specified circumstances. For more information, see the section of this proxy statement captioned "The Merger Agreement—Termination Fee."

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