Item 5.02.         Departure of Directors or Certain Officers; Election of Directors; Appointment
                   of Certain Officers; Compensatory Arrangements of Certain Officers.
                   (e) Amendment and Restatement of the 2007 Equity Incentive Plan.

At the Fiscal 2020 Annual Meeting of Shareholders (the "Annual Meeting") of Micron Technology, Inc. (the "Company") held on January 14, 2021, the Company's shareholders approved the amendment and restatement of the Company's 2007 Equity Incentive Plan (as amended and restated, the "2007 Plan"). The 2007 Plan was previously approved by the Company's Board of Directors, subject to the approval of the Company's shareholders, and became effective with such shareholder approval on January 14, 2021.

The amendment and restatement increased the shares reserved for issuance under the 2007 Plan by 35 million and removed certain provisions related to Section 162(m) of the Internal Revenue Code, as described under Proposal 3 of the Company's definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on December 1, 2020, which description is incorporated herein by reference.

The foregoing description and the description incorporated by reference from the Company's proxy statement are qualified in their entirety by reference to the 2007 Plan, a copy of which is filed as Exhibit 10.1 to this report.




Item 5.03.         Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 13, 2021, the Company's Board of Directors amended and restated the Company's bylaws (the "Amended and Restated Bylaws"), effective January 14, 2021, to decrease the size of the Board of Directors from eight to seven. This description of the amendment to the Company's bylaws is qualified in its entirety by reference to the text of the Amended and Restated Bylaws filed as Exhibit 3.1 to this report. Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on January 14, 2021. At the Annual Meeting, the following proposals were submitted to a vote of the shareholders:

Proposal 1

The following nominees for Directors were elected. Each person elected as a Director will serve until the next annual meeting of shareholders or until such person's successor is duly elected and qualified.

Name of Nominee For Against Abstain Broker Non-Votes

Richard M. Beyer 820,874,513 3,934,541 878,638 106,783,758 Lynn A. Dugle 818,997,377 5,850,647 839,668 106,783,758 Steven J. Gomo 813,584,345 11,409,469 693,878 106,783,758 Mary Pat McCarthy 824,254,614 805,068 628,010 106,783,758 Sanjay Mehrotra 824,337,931 757,944 591,817 106,783,758 Robert E. Switz 799,575,722 25,402,948 709,022 106,783,758 MaryAnn Wright 821,172,787 3,888,721 626,184 106,783,758

Proposal 2

The proposal by the Company to approve a non-binding resolution to approve the compensation of its Named Executive Officers as described in the Company's proxy statement was approved with 701,422,613 votes in favor, 123,120,396 votes against, 1,144,683 abstentions, and 106,783,758 broker non-votes.

Proposal 3

The proposal by the Company to approve the 2007 Plan and increase the shares reserved for issuance thereunder by 35 million as described in the Company's proxy statement was approved with 798,147,169 votes in favor, 26,698,437 votes against, 842,086 abstentions, and 106,783,758 broker non-votes.

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Proposal 4

The ratification of the appointment of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for the fiscal year ending September 2, 2021, was approved with 887,884,804 votes in favor, 43,704,797 votes against, 881,849 abstentions, and no broker non-votes.




Item 9.01.     Financial Statements and Exhibits.

               (d) Exhibits.



Exhibit No.              Description
       3.1                 Amended and Restated Bylaws as of January 14, 2021
       10.1                Amended and Restated 2007 Equity Incentive Plan, filed as Appendix A of
                         the Company's definitive proxy statement on Schedule 14A, filed on December
                         1, 2020
       104               Cover Page Interactive Data File (embedded within the Inline XBRL document)

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