MICROCHIP TECHNOLOGY INCORPORATED (NASDAQ:MCHP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 22, 2017, our stockholders approved an amendment and restatement of our 2004 Equity Incentive Plan (“2004 Plan”) to (i) increase the number of shares of common stock authorized for issuance thereunder by 6,000,000, (ii) re-approve the material terms of the plan for purposes of Section 162(m) of the Internal Revenue Code, and (iii) make certain other changes as set forth in the amended and restated 2004 Plan. Our Board of Directors had previously approved the amendment and restatement of our 2004 Plan, subject to stockholder approval. The 2004 Plan is filed as Exhibit 10.1 hereto.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At our annual meeting of stockholders held on August 22, 2017, 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 |
185,149,355 |
7,586,220 |
260,888 |
24,017,840 |
|
Matthew W. Chapman |
182,548,987 |
10,307,239 |
140,237 |
24,017,840 |
|
L.B. Day |
174,250,361 |
18,616,305 |
129,797 |
24,017,840 |
|
Esther L. Johnson |
190,759,396 |
2,092,581 |
144,486 |
24,017,840 |
|
Wade F. Meyercord |
181,986,522 |
10,868,290 |
141,651 |
24,017,840 |
In addition, the following proposals were voted on and approved at the annual meeting:
|
1. |
Proposal to approve an amendment and restatement of our 2004 Plan to (i) increase the number of shares of common stock authorized for issuance thereunder by 6,000,000, (ii) re-approve the material terms of the plan for purposes of Section 162(m) of the Internal Revenue Code, and (iii) make certain other changes as set forth in the amended and restated 2004 Plan. |
||
|
Votes For |
Votes Against |
Abstentions |
Broker Non Votes |
|
183,625,585 |
9,127,390 |
243,233 |
24,018,095 |
|
2. |
Proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2018. |
||
|
Votes For |
Votes Against |
Abstentions |
Broker Non Votes |
|
215,721,459 |
1,172,612 |
120,232 |
|
3. |
Proposal to approve the compensation of our named executive officers on an advisory (non-binding) basis. |
||
|
Votes For |
Votes Against |
Abstentions |
Broker Non Votes |
|
179,384,802 |
13,314,573 |
296,833 |
24,018,095 |
|
4. |
Proposal to approve the frequency period for holding an advisory vote on the compensation of our named executives on an advisory (non-binding) basis. |
||
|
1 Year |
2 Years |
3 Years |
Abstentions |
|
181,361,783 |
330,550 |
11,104,290 |
199,585 |
After consideration of the stockholder vote on Proposal 4 above, we determined to hold an advisory (non-binding) vote on the compensation of our named executives each year.
Item 9.01. Financial Statements and Exhibits.
|
(d) |
Exhibits |
|
10.1 |
2004 Equity Incentive Plan, as amended and restated |
MICROCHIP TECHNOLOGY INC ExhibitEX-10.1 2 ex1012004equityplanrestate.htm EXHIBIT 10.1 Exhibit EXHIBIT 10.1MICROCHIP TECHNOLOGY INCORPORATED2004 EQUITY INCENTIVE PLAN(As Amended and Restated on May 16,…To view the full exhibit click here
About MICROCHIP TECHNOLOGY INCORPORATED (NASDAQ:MCHP)
Microchip Technology Incorporated is engaged in developing, manufacturing and selling specialized semiconductor products used by its customers for a range of embedded control applications. The Company operates through two segments: semiconductor products and technology licensing. In the semiconductor products segment, the Company designs, develops, manufactures and markets microcontrollers, development tools and analog, interface, mixed signal and timing products. Its functional activities include sales, marketing, manufacturing, information technology, human resources, legal and finance. Its product portfolio comprises general purpose and specialized 8-bit, 16-bit, and 32-bit microcontrollers, a spectrum of linear, mixed-signal, power management, thermal management, radio frequency (RF), timing, safety, security, wired connectivity and wireless connectivity devices, as well as serial electrically erasable programmable read-only memories (EEPROMs) and serial flash memories.
