Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On January 2, 2020, the Compensation Committee (the "Committee") of the Board of
Directors of Microchip Technology Incorporated, a Delaware corporation (the
"Company"), approved an additional form of Notice of Grant of Restricted Stock
Units (TSR) (the "RSU Notice"), which includes provisions related to performance
based vesting, for use under the Company's 2004 Equity Incentive Plan.
Restricted stock units ("RSUs") granted using the RSU Notice will be earned
based on the relative total shareholder return of the Company's common stock
compared to a peer group of twenty companies over a two-year period and will
also be subject to time based vesting requirements. The RSU Notice is filed as
Exhibit 10.1 hereto and is incorporated herein by reference. Also, on January 2,
2020, the Committee approved the following grants of RSUs to the Company's
executive officers using the RSU Notice:

                   Total Number          Number of RSUs
Executive         of RSUs Granted         Granted with
                                    Performance Based Vesting
Steve Sanghi          12,213                  6,107
Ganesh Moorthy        5,836                   2,918
Steve Drehobl         2,763                   1,382
Mitch Little          2,197                   1,099
Rich Simoncic         1,762                    881
Eric Bjornholt        2,020                   1,010








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Item 9.01. Financial Statements and Exhibits.



(d)       Exhibits
                                                         Incorporated by Reference
Exhibit                                                                                       Included
Number            Exhibit Description            Form   File Number   Exhibit   Filing Date   Herewith
 10.1       Notice of Grant of Restricted                                                        X
          Stock Units (TSR).
          Cover Page Interactive Data File
  104     (embedded within the Inline XBRL
          document)




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