Microchip Technology Files Proxy Materials

TL;DR

Microchip filed proxy docs, nothing major to see here.

AI Summary

Microchip Technology Incorporated filed a Definitive Additional Materials (DEFA14A) on August 13, 2024. This filing concerns proxy materials for the company, which is headquartered at 2355 W Chandler Blvd, Chandler, AZ 85224-6199. The filing indicates no fee was required for this submission.

Why It Matters

This filing is a routine regulatory submission related to shareholder communications and corporate governance for Microchip Technology Inc.

Risk Assessment

Risk Level: low — This filing is a standard DEFA14A, indicating routine proxy statement information rather than significant corporate events.

Key Players & Entities

• MICROCHIP TECHNOLOGY INC (company) — Registrant
• 2355 W CHANDLER BLVD (company) — Business Address
• CHANDLER (company) — City
• AZ (company) — State
• 85224-6199 (company) — ZIP Code

FAQ

Key Financial Figures

• $200,000 — of that number of RSUs equal to (i)(A) $200,000 divided by (B) the Fair Market Value, m

Filing Documents

• a2024proxy-additionalmater.htm (DEFA14A) — 21KB
• picture2a.jpg (GRAPHIC) — 6KB
• 0000827054-24-000142.txt ( ) — 30KB

From the Filing

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant o Check the appropriate box o Preliminary Proxy Statement o Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2) ) o Definitive Proxy Statement Definitive Additional Materials o Soliciting Material Pursuant to 240.14a-12 Microchip Technology Incorporated (Name of Registrant as Specified In Its Charter) ____________________________________________________________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (check the appropriate box) No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. MICROCHIP TECHNOLOGY INCORPORATED 2355 West Chandler Boulevard, Chandler, Arizona 85224-6199 SUPPLEMENT TO THE PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 20, 2024 The following information relates to the definitive proxy statement of Microchip Technology Incorporated (Microchip) filed with the Securities and Exchange Commission on July 8, 2024 (the Proxy Statement) in connection with Microchip's 2024 Annual Meeting of stockholders. The 2024 Annual Meeting will be held at Microchip's facility located at 2355 W. Chandler Blvd., Chandler, AZ 85224-6199, on August 20, 2024 at 900 a.m. Mountain Standard Time. All capitalized terms used in this supplement to the Proxy Statement (this Supplement) and not otherwise defined herein have the meaning ascribed to them in the Proxy Statement. THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT. The Proxy Statement is hereby supplemented as set forth below. All page references are to the Proxy Statement. Except as specifically noted in this Supplement, the Proxy Statement remains unchanged. Supplemental Disclosures The bullet point disclosure on page 30 with the heading Director Grant Limits is replaced with the following text Director Grant Limits . Nonemployee members of our Board of Directors may not be granted, in any fiscal year, awards in excess of limits contained in the Plan. However, pursuant to Section 21 of the Plan, the Board has discretion to amend the Plan to increase such limits, subject to compliance with applicable law. The twelfth paragraph on page 32 with the heading Annual Grant Limit is replaced with the following text Annual Grant Limit. No participant may be granted stock options and stock appreciation rights to purchase more than 3,000,000 shares of common stock in any fiscal year, except that up to 8,000,000 shares may be granted in the participant's first fiscal year of service. The fourth paragraph on page 34 with the heading Awards to Non-Employee Directors is replaced with the following text Awards to NonEmployee Directors . The Plan provides for initial and annual awards to nonemployee directors within prescribed parameters. Specifically, each NonEmployee Director is entitled to receive the following automatic grants (i) for new NonEmployee Directors, a grant of that number of RSUs equal to (i)(A) $200,000 divided by (B) the Fair Market Value, multiplied by (ii) a fraction (A) the numerator of which is (x) 12 minus (y) the number of months between the date of the Company's last annual stockholders' meeting and the date the NonEmployee Director becomes a member of the Board and (B) the denominator of which is 12, rounded down to the nearest whole Share (the Initial RSU Grant), and (ii) for continuing NonEmployee Directors (including any NonEmployee Director appointed on the date of the Company's annual stockholders' meeting) shall be automatically granted that number of Restricted Stock Units equal to $200,000 divided by the Fair Market Value, rounded down to the nearest whole Share (the Annual RSU Grant), provided that such NonEmployee Director has been elected by the stockholders to serve as a member of the Board at that annual meeting. The Initial RSU Grant vests one hundred percent (100%) upon the earlier of the date that is oneyear following the date of grant or one day prior to the date of the Company's next annual stockholders' meeting following the date of grant. The Annual RSU Grant vests one hundred percent (100%) upon the earlier of the date that is one year following the date of grant or one day prior to the date of the Company's next annual stockholders' meeting following the date of grant. Vesting of the Initial RSU Grant and the Annual RSU Grant is contingent upon the applicable NonEmployee Director maintaining continued status as a nonemployee director through the applicable vesting date. Pursuant to Section 21 of the Plan, the Board has authority to amend the Plan to increas

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View this DEFA14A filing on SEC EDGAR