Micron Responds to Glass Lewis on Executive Pay, Urges 'FOR' Vote

TL;DR

**Micron is pushing back on Glass Lewis's executive pay analysis, urging shareholders to vote FOR their Say-on-Pay proposal.**

AI Summary

Micron Technology Inc. filed a DEFA14A on January 3, 2024, to provide feedback on a Glass Lewis proxy report concerning its 2024 annual meeting. The filing specifically addresses Glass Lewis's analysis of Micron's executive compensation program and the "Say-on-Pay proposal," which the Board of Directors unanimously recommends shareholders vote "FOR." This matters to investors because it clarifies the company's stance on executive compensation, potentially influencing shareholder votes and reflecting on corporate governance practices.

Why It Matters

This filing clarifies Micron's position on executive compensation, which can influence shareholder voting and impact investor confidence in the company's governance.

Risk Assessment

Risk Level: low — This filing is a routine communication regarding a proxy report and does not indicate significant new risks or changes to the company's operations.

Analyst Insight

An investor should review the full Glass Lewis report and Micron's original proxy statement to form an independent opinion on the executive compensation program, rather than relying solely on this feedback statement.

Key Players & Entities

• Micron Technology, Inc. (company) — the registrant and filer of the DEFA14A
• Glass Lewis (company) — a proxy advisory firm whose report Micron is responding to
• January 2, 2024 (date) — date of the letter to Glass Lewis
• November 29, 2023 (date) — date Micron's proxy statement for the 2024 annual meeting was filed

FAQ

Filing Documents

• tm241553d1_defa14a.htm (DEFA14A) — 38KB
• tm241553d1_def14aimg01.jpg (GRAPHIC) — 4KB
• tm241553d1_defa14aimg001.jpg (GRAPHIC) — 2KB
• 0001104659-24-000596.txt ( ) — 48KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 Micron Technology, Inc. (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 all boxes that apply): 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 Micron Technology, Inc. 8000 S. Federal Way P.O. Box 6 Boise, Idaho 83707-0006 Tel: 208.368.4500 Fax: 208.368.4540 January 2, 2024 To: Glass Lewis Re: Report Feedback Statement Thank you for the opportunity to respond to the Glass Lewis proxy paper (the “Proxy Report”) on Micron Technology, Inc. (“Micron Technology”) that provides analysis and recommendations with respect to the proposals in Micron Technology’s proxy statement for the 2024 annual meeting of stockholders filed with the Securities and Exchange Commission on November 29, 2023 (the “Proxy Statement”). This letter addresses certain aspects of Glass Lewis’ analysis in the Proxy Report that need clarification, specifically with respect to the advisory vote on the compensation of our named executive officers (“Say-on-Pay proposal”). Our Board of Directors unanimously recommended that shareholders vote “FOR” the ”Say on Pay Proposal”. Pay-for-Performance Glass Lewis’ pay-for-performance analysis reflected in its Proxy Report leaves an inaccurate perception of Micron Technology’s executive compensation program. As discussed in the Proxy Statement and our Annual Report, our fiscal 2023 was a historically challenging period for the memory and storage industry in which we operate. Among other things, revenues for Micron Technology’s industry were at a multi-year low. Our Glass Lewis-assigned peer groups are made up of companies that largely operate outside of the highly volatile memory and storage industry, and that therefore were not directly or significantly impacted by the same challenges we faced. See, for instance, the relatively stable EBITDA over time that the table on p.5 of the Proxy Report shows for our Glass Lewis “Industry” and “Market” peer groups. Compare this to Micron Technology’s more volatile EBITDA in that same table. In light of the historic downturn in our industry, grading our pay-for-performance against companies outside of that industry (i.e., our Glass Lewis “Industry” and “Market” peer groups) presents an inaccurate view of how Micron performed relative to comparable companies, particularly when that review of performance is largely focused on a single year, as in your Proxy Report. Moreover, in response to the downturn, we took significant actions to reduce compensation, including suspending our 2023 bonus program company-wide and cutting executive salaries by up to 20%. Micron Technology, Inc. 8000 S. Federal Way Boise, ID 83707-0006 208. 368.4000 micron .com Peer Group Glass Lewis asserts that the peer group we (as opposed to Glass Lewis) chose to inform our compensation decisions for our fiscal 2023 included five peers with more than twice our market capitalization and six peers with more than twice our revenue. This peer group was determined in January of 2022 based on the data available as of that time and in consultation with Compensia, our independent consultant to the Compensation Committee of the Board of Directors. At that time, our revenue was positioned at the 75 th percentile of the peer group and our market capitalization was at the 27 th percentile. We also considered operating income (Micron was positioned at the 66th percentile of the peers), net income (Micron was positioned at the 74 th percentile of the peers) and headcount (Micron was positioned at the 57 th percentile of the peers) when developing our peer group. Our peer group also is comprised of companies that we compete with, or are likely to compete with, for executive talent. We believe when all of these factors are considered, our peer group served as a reasonable basis to inform compensation decisions for fiscal 2023. Performance Goal Disclosure Glass Lewis also contends that we did not fully disclose the 2023 performance goals for the short-term cash incentive awards granted under our Executive Officer Performance Incentive Plan (“EIP”). It is important to note that early i