Microchip Technology : Management Change/Compensation (Form 8-K)

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

On May 25, 2021, Microchip Technology Incorporated's ('we,' 'our' or 'Microchip') Board of Directors approved, subject to stockholder approval, the amendment and restatement of its 2004 Equity Incentive Plan (the '2004 Plan') to extend the term of the 2004 Plan by ten years to August 24, 2031. On August 24, 2021, following receipt of stockholders' approval, the amended and restated 2004 Plan became effective, a copy of which is filed as Exhibit 10.1 hereto.

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

On August 24, 2021, our stockholders approved an amendment and restatement of our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock of Microchip from 450,000,000 to 900,000,000 (the 'Restated Certificate'). We filed the Restated Certificate on August 24, 2021 with the Secretary of State of the State of Delaware, and the Restated Certificate became effective upon filing.

The foregoing description of the Restated Certificate is qualified in its entirety by reference to the full text of the Restated Certificate, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Submission of Matters to a Vote of Security Holders.

At our annual meeting of stockholders held on August 24, 2021, our stockholders elected each of the following individuals to serve on the Board of Directors until the next annual meeting of stockholders, or until his or her successor is duly elected and qualified.

Nominees	Votes For	Votes Against	Abstentions	Broker Non-Votes
Steve Sanghi	220,099,140	14,252,042	156,661	19,466,615
Matthew W. Chapman	220,163,341	14,176,753	167,749	19,466,615
Esther L. Johnson	209,514,987	24,862,235	130,621	19,466,615
Karlton D. Johnson	231,413,279	2,910,927	183,637	19,466,615
Wade F. Meyercord	219,842,317	14,482,639	182,887	19,466,615
Ganesh Moorthy	229,638,707	4,714,090	155,046	19,466,615
Karen M. Rapp	226,987,380	7,391,616	128,847	19,466,615

In addition, the following proposals were voted on and approved at the annual meeting:

1.Proposal to approve an amendment and restatement of our Certificate of Incorporation to increase the number of authorized shares of common stock for the purpose of effecting a two-for-one forward stock split.

Votes For	Votes Against	Abstentions	Broker Non-Votes
248,214,442	5,654,838	105,178	0

2.Proposal to approve an amendment and restatement of our 2004 Equity Incentive Plan to extend the term of the plan by ten years, to August 24, 2031.

Votes For	Votes Against	Abstentions	Broker Non-Votes
223,174,058	8,869,923	2,463,862	19,466,615

3.Proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2022.

Votes For	Votes Against	Abstentions	Broker Non-Votes
245,199,668	6,157,033	2,617,757	0

4.Proposal to approve the compensation of our named executive officers on an advisory (non-binding) basis.

Votes For	Votes Against	Abstentions	Broker Non Votes
215,093,046	16,666,236	2,748,561	19,466,615

Other Events.

On August 25, 2021, Microchip issued a press release announcing that its Board of Directors declared a two-for-one stock split in the form of a stock dividend to be distributed on October 12, 2021 to stockholders of record as of the close of business on October 4, 2021.

Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation of Microchip Technology Incorporated.
10.1	2004 Equity Incentive Plan, as amended and restated on August 24, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).