In a research note circulated to its clients on Monday, Glass Lewis expressed concerns about a possible conflict of interests for Thompson in his role as CEO of Virtual Instruments, a cloud-computing firm that sells licenses and devices to Microsoft.
Glass Lewis is one of two major companies which make recommendations to shareholders based on corporate governance guidelines, but its views are not necessarily heeded by large investors.
Microsoft representatives did not immediately reply to a request for comment.
Also Read: Microsoft awards over $100,000 to expert for finding bugs
Thompson, a former International Business Machines Corp executive, was appointed to Microsoft's board in February 2012 and elected by shareholders at the annual meeting later that year.
Microsoft's next shareholder meeting is scheduled for November 19. Glass Lewis is recommending shareholders vote to re-elect the company's other eight directors, including CEO Steve Ballmer and Chairman and co-founder Bill Gates.
Ballmer announced in August that he will retire as CEO within the next 12 months, triggering a search for a new leader which is being headed by Thompson. It is not clear if Ballmer will retain his seat on the board after he retires, although he has said he intends to be an active shareholder in the company.
Some investors have suggested to the board that Gates step down from his role as chairman, saying he stands in the way of radical reform at Microsoft, which has lost ground to Apple Inc
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