Micron Sets Jan 2026 Shareholder Meeting, Board Backs Officer Exculpation

Ticker: MU · Form: DEF 14A · Filed: 2025-11-25T00:00:00.000Z

Sentiment: mixed

Topics: Proxy Statement, Corporate Governance, Director Election, Executive Compensation, Shareholder Rights, Officer Exculpation, Auditor Ratification

Related Tickers: MU, TSM, INTC, NVDA

TL;DR

**Micron's board is pushing for officer exculpation and fighting a 10% special meeting threshold, signaling a move to consolidate power and limit accountability – vote AGAINST!**

AI Summary

Micron Technology, Inc. (MU) is holding its Fiscal 2025 Annual Meeting of Shareholders virtually on January 15, 2026, at 10:00 a.m. Mountain Standard Time. Shareholders of record as of November 17, 2025, are eligible to vote on key proposals, including the election of eight directors, a non-binding vote on named executive officer compensation, and an amendment to the Restated Certificate of Incorporation regarding officer exculpation. The Board recommends voting 'FOR' all director nominees, 'FOR' the executive compensation, 'FOR' the exculpation amendment, and 'FOR' the ratification of PricewaterhouseCoopers LLP as the independent auditor for Fiscal 2026. Notably, the Board recommends voting 'AGAINST' a shareholder proposal requesting that owners of 10% of outstanding common stock have the power to call a special shareholder meeting. New board nominees T. Mark Liu and A. Christine Simons were appointed in March 2025, while Mr. Beyer and Ms. McCarthy will retire from the Board in January 2026. The company is distributing proxy materials electronically, reducing printing and mailing costs.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Micron Technology, impacting investor confidence and executive accountability. The proposed amendment to exculpate officers under Delaware law could reduce personal liability for certain actions, potentially influencing risk-taking and investor recourse. The 'say-on-pay' vote provides a non-binding gauge of shareholder sentiment on executive compensation, a perennial concern for institutional investors. In a highly competitive semiconductor market, strong governance and clear executive incentives are crucial for Micron to maintain its edge against rivals like Samsung and SK Hynix, ensuring long-term value creation for its employees, customers, and the broader market.

Risk Assessment

Risk Level: medium — The proposal to amend the Restated Certificate of Incorporation to add a provision regarding exculpation of officers in accordance with Delaware law introduces a medium risk. While common, this provision could limit the personal liability of officers for certain breaches of fiduciary duty, potentially reducing accountability and increasing risk for shareholders. Additionally, the Board's recommendation to vote 'AGAINST' the shareholder proposal to allow 10% of common stock owners to call a special meeting suggests a desire to maintain tighter control over corporate governance, which could be perceived as less shareholder-friendly.

Analyst Insight

Investors should carefully review Proposal 3 regarding officer exculpation and Proposal 5 concerning the shareholder's right to call a special meeting. Consider voting 'AGAINST' Proposal 3 to maintain stronger officer accountability and 'FOR' Proposal 5 to enhance shareholder influence over corporate governance, aligning with best practices for investor rights.

Financial Highlights

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Executive Compensation

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Key Numbers

Key Players & Entities

FAQ

When is Micron Technology's Fiscal 2025 Annual Meeting of Shareholders?

Micron Technology's Fiscal 2025 Annual Meeting of Shareholders will be held virtually on January 15, 2026, at 10:00 a.m. Mountain Standard Time. Shareholders of record as of November 17, 2025, are eligible to vote.

What are the key proposals to be voted on at Micron's Annual Meeting?

Shareholders will vote on electing eight directors, a non-binding approval of named executive officer compensation, an amendment to the Restated Certificate of Incorporation regarding officer exculpation, and the ratification of PricewaterhouseCoopers LLP as the independent auditor for Fiscal 2026. There is also a shareholder proposal regarding the right to call a special meeting.

Who are the new director nominees for Micron's Board?

T. Mark Liu and A. Christine Simons were appointed to Micron's Board in March 2025 and are nominated for election at the upcoming Annual Meeting. Mr. Liu was recommended by the CEO, and Ms. Simons by a non-management director.

Why is Micron proposing an amendment for officer exculpation?

Micron is proposing an amendment to its Restated Certificate of Incorporation to add a provision regarding exculpation of officers in accordance with Delaware law. This aims to limit personal liability for certain breaches of fiduciary duty, aligning with common corporate governance practices in Delaware.

What is the Board's recommendation on the shareholder proposal to call a special meeting?

The Board recommends that shareholders vote 'AGAINST' Proposal 5, which is a shareholder proposal requesting that the Board take steps to give the owners of 10% of outstanding common stock the power to call a special shareholder meeting.

How can Micron shareholders access proxy materials and vote?

Shareholders can access proxy materials, including the Proxy Statement and Annual Report on Form 10-K for Fiscal 2025, at www.proxyvote.com. Voting can be done by telephone, electronically via the Internet, or by returning a paper proxy card if received.

Who is Micron's independent registered public accounting firm for Fiscal 2026?

The Board recommends ratifying the appointment of PricewaterhouseCoopers LLP (PwC) as Micron's independent registered public accounting firm for the fiscal year ending September 3, 2026.

What is the significance of the 'say-on-pay' vote for Micron's executive compensation?

The 'say-on-pay' vote is a non-binding advisory vote on the compensation of Micron's named executive officers. It provides shareholders an opportunity to express their approval or disapproval of the executive compensation philosophy and practices, influencing future compensation decisions.

Are any current Micron directors retiring from the Board?

Yes, Mr. Beyer and Ms. McCarthy provided notice in October 2025 that they would retire from the Board and would not seek re-election at the Annual Meeting. They will serve through the end of their terms in January 2026.

What is the vote required for a director nominee to be elected at Micron's Annual Meeting?

Each director nominee will be elected if they receive the affirmative vote of a majority of the votes cast with respect to their election. This means the number of shares voted 'FOR' a director must exceed the number of votes cast 'AGAINST' that director.

Risk Factors

Industry Context

Micron Technology operates in the highly competitive semiconductor industry, specifically in memory and storage solutions. Key trends include the increasing demand for AI-driven computing, data centers, and advanced automotive systems, which are driving growth in DRAM and NAND flash markets. The industry is characterized by significant capital expenditure, cyclical pricing, and rapid technological advancements.

Regulatory Implications

The proposed amendment to the Restated Certificate of Incorporation regarding officer exculpation is based on Delaware law, indicating a focus on corporate governance and liability protection within a key corporate jurisdiction. The company's compliance with SEC regulations for proxy filings and shareholder communications is also a critical regulatory aspect.

What Investors Should Do

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Key Dates

Glossary

DEF 14A
A proxy statement filed by a company with the U.S. Securities and Exchange Commission (SEC) detailing information about the annual meeting of shareholders and the matters to be voted upon. (This document contains the information being analyzed, including proposals, director nominations, and executive compensation details.)
Restated Certificate of Incorporation
A document that consolidates all amendments made to a company's original certificate of incorporation into a single, updated document. (The filing proposes an amendment to this document regarding officer exculpation.)
Exculpation
The act of clearing someone of blame or guilt, often through legal means. In corporate law, it typically refers to provisions that limit or eliminate director or officer liability for certain breaches of fiduciary duty. (Proposal 3 concerns adding exculpatory protection for officers in accordance with Delaware law.)
PRSUs
Performance-Based Restricted Stock Units, a form of equity compensation that vests only if certain performance goals are met. (Mentioned as a component of executive compensation, indicating performance-linked incentives.)
RSAs
Restricted Stock Awards, a form of equity compensation where shares are granted but are subject to vesting conditions. (Mentioned as a component of executive compensation.)
Say-on-Pay
A shareholder advisory vote on executive compensation, typically non-binding. (Proposal 2 is a 'Say-on-Pay' vote to approve executive compensation.)

Year-Over-Year Comparison

This filing pertains to the Fiscal 2025 Annual Meeting, with proxy materials distributed starting November 25, 2025. Specific comparative financial metrics from the previous year's filing (Fiscal 2024) are not detailed within this excerpt. However, the context of board refreshment, with new nominees appointed in March 2025 and upcoming retirements, suggests ongoing strategic adjustments to the Board's composition.

Filing Stats: 4,365 words · 17 min read · ~15 pages · Grade level 14.6 · Accepted 2025-11-25 16:16:48

Filing Documents

EXECUTIVE COMPENSATION HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS *Percentages may not total 100% due to rounding. *PRSUs = Performance-Based Restricted Stock Units; RSAs = Restricted Stock Awards 3 Proposal 3 To approve the amendment of our Restated Certificate of Incorporation to reflect Delaware law provisions regarding exculpation of officers The Board recommends that you vote "FOR" Proposal 3. To approve an amendment to our Restated Certificate of Incorporation adding a provision regarding exculpation of officers in accordance with Delaware law. Please see page 85 for additional information. Proposal 4 To ratify the appointment of our independent registered public accounting firm The Board recommends that you vote "FOR" Proposal 4. The Board recommends ratifying the appointment of PricewaterhouseCoopers LLP ("PwC") as our independent registered public accounting firm for the fiscal year ending September 3, 2026 ("Fiscal 2026"). Please see page 87 for additional information. Proposal 5 Shareholder proposal The Board recommends that you vote "AGAINST" Proposal 5. Shareholder proposal requesting that the Board take steps to give the owners of 10% of our outstanding common stock the power to call a special shareholder meeting. Please see page 90 for additional information. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on January 15, 2026 : The proxy statement and annual report on Form 10-K for Fiscal 2025 are available at www.proxyvote.com. We began distributing a Notice of Internet Availability of proxy materials, the proxy statement, the annual report on Form 10-K for Fiscal 2025, and proxy card, as applicable, to shareholders on November 25, 2025. 4 | 2025 Proxy Statement TABLE OF CONTENTS Proxy Section Page Frequently Requested Information Page Notice of Annual Meeting 1 Artificial Intelligence 26 Proxy Roadmap 2 Auditor Fees 87 Corporate Governance 6 Beneficial Ownership Table 94 Pro

Executive Compensation and Related Information 35

Executive Compensation and Related Information 35 Director Tenure 15 Proposal 2 - Say-on-Pay 35 Director Time Commitment Policy 18 Compensation Discussion and Analysis 36 Enterprise Risk Management Oversight 24 Compensation Committee Report 64

Executive Compensation Highlights 38

Executive Compensation Highlights 38 Compensation Tables 65

Executive Compensation Practices 41

Executive Compensation Practices 41 Fiscal 2025 Summary Compensation Table 65 Financial and Business Highlights 37 Grants of Plan-Based Awards 67 Fiscal 2025 Director Compensation 32 Outstanding Equity Awards 69 Human Capital and Culture 26 Stock Vested in Fiscal 2025 72 Named Executive Officers 36 Nonqualified Deferred Compensation 73 Nominees for Director and Director Biographies 7 Chief Executive Officer Pay Ratio 73 Executive Officer Stock Ownership Guidelines 59 Potential Payments Upon Termination or Change in Control 74 Pay-for-Performance 80 Equity Compensation Plan Information 78 Peer Group 45 Pay Versus Performance 80 Potential Payments Upon Termination or a Change in Control 74 Proposal 3 - Approval of Amendment to our Restated Certificate of Incorporation to Provide Exculpatory Protection to Certain Company Officers 85 Report of the Audit Committee 88 Proposal 4 - Ratification of Appointment of PricewaterhouseCoopers LLP 87 Severance and Change in Control Arrangements 60 Principal Shareholders 94 Sustainability 26 Information Concerning Solicitation and Voting 96 Incorporation by Reference of Certain Financial Information 100 Householding of Proxy Statements and Annual Reports 100 Cautionary Note on Forward-Looking Statements 101 Deadline for Receipt of Shareholder Proposals for Fiscal 2026 Annual Meeting 102 Annex A - Amendment to Restated Certificate of Incorporation 103 5 Table of Contents CORPORATE GOVERNANCE PROPOSAL 1 - ELECTION OF DIRECTORS PROPOSAL DETAILS All directors elected annually by a simple majority of votes cast Lead Independent Director Seven of eight director nominees are independent Our Board has nominated eight (8) individuals for election as directors at our Annual Meeting of Shareholders for Fiscal 2025 (the "Annual Meeting"). Each of the nominees is currently a member of our Board and each nominee was elected to our Board at the Annual Meeting of

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