Micron Technology Files 8-K with Material Agreements and Officer Changes

Ticker: MU · Form: 8-K · Filed: 2025-01-21T00:00:00.000Z

Sentiment: neutral

Topics: material-agreement, officer-changes, financial-obligation

TL;DR

Micron filed an 8-K on Jan 16, 2025, covering new deals, terminated agreements, financial obligations, and exec changes.

AI Summary

On January 16, 2025, Micron Technology, Inc. filed an 8-K report detailing several material events. These include entering into and terminating material definitive agreements, creating direct financial obligations, and changes in officers and directors. The filing also covers the submission of matters to a vote of security holders and includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by Micron Technology, including changes in agreements and personnel, which could impact its operational and financial standing.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and changes in officers/directors, suggesting potential shifts in the company's strategic direction or financial health.

Key Players & Entities

FAQ

What specific material definitive agreements were entered into or terminated by Micron Technology, Inc. on or around January 16, 2025?

The filing indicates the entry into and termination of material definitive agreements, but the specific details of these agreements are not provided in the provided text.

What are the details of the direct financial obligations or off-balance sheet arrangements created by Micron Technology, Inc. as reported in this 8-K?

The filing states the creation of direct financial obligations or off-balance sheet arrangements, but the specific nature and amounts are not detailed in the provided text.

Were there any departures, elections, or appointments of directors or certain officers at Micron Technology, Inc. on or around January 16, 2025?

Yes, the filing explicitly mentions the 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers' as an item of disclosure.

What matters were submitted to a vote of security holders by Micron Technology, Inc. as reported in this 8-K?

The filing lists 'Submission of Matters to a Vote of Security Holders' as an item, but the specific matters are not detailed in the provided text.

What financial statements and exhibits are included with this 8-K filing dated January 16, 2025?

The filing indicates that 'Financial Statements and Exhibits' are included, but the specific content of these exhibits is not detailed in the provided text.

Filing Stats: 2,121 words · 8 min read · ~7 pages · Grade level 12.8 · Accepted 2025-01-21 16:01:53

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On January 17, 2025 (the "Closing Date"), Micron Technology, Inc. (the "Company"), entered into a Term Loan Credit Agreement, by and among the Company, PNC Bank, National Association, as Administrative Agent, PNC Capital Markets LLC, as Sole Bookrunner and a Joint Lead Arranger, BNP Paribas Securities Corp., Canadian Imperial Bank of Commerce, New York Branch, DBS Bank Ltd., Manufacturers and Traders Trust Company, and Oversea-Chinese Banking Corporation Limited, New York Agency, as Co-Syndication Agents and Joint Lead Arrangers, Truist Bank, as a Co-Syndication Agent, and Truist Securities, Inc., as a Joint Lead Arranger, and certain financial institutions as lenders (the "Term Loan Agreement"). The Term Loan Agreement provides a committed term loan facility (the "Term Loan Facility") consisting of one tranche of term loans. On the Closing Date, the Company borrowed $1.6835 billion in aggregate principal amount (the "Term Loan"). The Company will use the proceeds of such Term Loan to repay a portion of the outstanding principal balance under the Term Loan Credit Agreement dated as of November 3, 2022, as previously amended, by and among the Company, Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Securities, LLC, Mizuho Bank, Ltd., and Truist Securities, Inc. as Joint Bookrunners and Joint Lead Arrangers and certain financial institutions as lenders. The Term Loan Agreement also provides that, under certain circumstances, the Company may add one or more incremental commitments in an aggregate principal amount not to exceed $750.0 million, and which may consist of additional Term Loan commitments. The Term Loan does not amortize and is scheduled to mature on January 17, 2029 (the "Term Loan Facility Maturity Date"). The Company must repay the outstanding principal amount of the Term Loan, together with all accrued but unpaid interest, fees and other obligations owing thereon, on

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement. On the Closing Date, the Company terminated the Term Loan Credit Agreement dated as of November 3, 2022 (as previously amended, the "Existing Credit Agreement"), by and among the Company, Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Securities, LLC, Mizuho Bank, Ltd., and Truist Securities, Inc. as Joint Bookrunners and Joint Lead Arrangers and certain financial institutions as lenders. The $1.9335 billion outstanding principal amount of the term loans under the Existing Credit Agreement was repaid with proceeds of the Term Loan and cash of the Company. The description of the Existing Credit Agreement contained in Item 1.01 of the Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") by the Company on November 3, 2022 and Item 1.01 of the Current Report on Form 8-K filed with the SEC by the Company on and January 5, 2023 are incorporated herein by reference. The Company incurred no material early termination penalties in connection with the termination of the Existing Credit Agreement. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

02. Departure of Directors or Certain

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. At the Fiscal 2024 Annual Meeting of Stockholders (the "Annual Meeting") of the Company held on January 16, 2025, the Company's stockholders voted to approve a new equity incentive plan, the 2025 Equity Incentive Plan (the "2025 Plan"). As described in the proxy materials for the Annual Meeting, the 2025 Plan will replace the Company's Amended and Restated 2007 Equity Incentive Plan (the "2007 Plan") and the Company will cease granting awards under the 2007 Plan and under its Nonstatutory Stock Option Plan. An aggregate of 48,575,795 shares of the Company's common stock, par value $0.10 per share, has been reserved for issuance under the 2025 Plan. A description of the 2025 Plan is included in the Company's proxy statement for the Annual Meeting as filed with the SEC on November 29, 2024. A copy of the 2025 Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K.

07. Submission of Matters to a Vote

Item 5.07. Submission of Matters to a Vote of Security Holders. At the Annual Meeting held on January 16, 2025, the following proposals were submitted to a vote of the Company's stockholders: Proposal 1 Each of the following nominees for Director were elected to serve on the Board. Each person elected as a Director will serve until the next annual meeting of stockholders or until such person's successor is elected and qualified. FOR AGAINST ABSTAIN BROKER NON-VOTE Richard M. Beyer 742,662,244 48,809,436 1,057,500 119,266,093 Lynn A. Dugle 781,080,320 10,394,969 1,053,891 119,266,093 Steven J. Gomo 775,377,442 16,087,070 1,064,668 119,266,093 Linnie M. Haynesworth 783,308,477 8,172,513 1,048,190 119,266,093 Mary Pat McCarthy 778,622,955 12,847,768 1,058,457 119,266,093 Sanjay Mehrotra 743,037,299 48,488,126 1,003,755 119,266,093 Robert Swan 787,674,987 3,693,358 1,160,835 119,266,093 MaryAnn Wright 760,783,010 30,794,388 951,782 119,266,093 Proposal 2 The proposal by the Company to approve, on a non-binding advisory basis, the compensation of its Named Executive Officers was approved with 665,885,885 votes for, 124,469,948 votes against, 2,173,347 abstentions, and 119,266,093 broker non-votes. Proposal 3 The proposal by the Company to approve the 2025 Equity Incentive Plan was approved with 745,902,803 votes for, 45,387,251 votes against, 1,239,126 abstentions, and 119,266,093 broker non-votes. Proposal 4 The ratification of the appointment of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for the fiscal year ending August 28, 2025 was approved with 861,292,131 votes for, 48,692,619 votes against, 1,810,523 abstentions, and no broker non-votes.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Micron Technology, Inc. 2025 Equity Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MICRON TECHNOLOGY, INC. Date: January 21, 2025 By: /s/ Michael Ray Name: Michael Ray Title: Senior Vice President, Chief Legal Officer and Corporate Secretary

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