Microchip Technology Shareholders Approve Board, 12M-Share Equity Plan Expansion

Key Points

• Microchip Technology shareholders approved all four proposals at the company’s Aug. 18 virtual annual meeting, with roughly 88.71% of voting power represented.
• Shareholders elected all seven board nominees, including Chair, President and CEO Steve Sanghi, to serve through the 2027 annual meeting.
• The company’s equity incentive plan was expanded by 12 million shares; shareholders also ratified Ernst & Young as auditor and approved executive compensation on an advisory basis.

Microchip Technology NASDAQ: MCHP held its 2026 annual meeting of stockholders virtually on Aug. 18, with shareholders approving all four proposals presented by the company, including the election of seven directors and an increase in shares available under its equity incentive plan.

Steve Sanghi, Microchip’s chair, president and chief executive officer, said the event marked the company’s first fully virtual annual meeting. He said the format was intended to provide improved access for a greater number of shareholders.

According to Rob Suffoletta, a partner at Wilson Sonsini Goodrich & Rosati who served as secretary and inspector of election for the meeting, Microchip had 543,008,370 common shares outstanding and eligible to vote as of the June 22 record date. Shares representing 481,752,516 votes, or about 88.71% of the voting power, were represented virtually or by proxy, establishing a quorum.

Board Election Approved

Shareholders elected all seven nominees to serve on Microchip’s board until the 2027 annual meeting or until their successors are elected and qualified. The elected directors were:

• Ellen Barker
• Rick Cassidy
• Matthew Chapman
• Mitch Little
• Victor Peng
• Karen Rapp
• Steve Sanghi

Sanghi noted that Barker previously served as senior vice president and chief information officer of Texas Instruments; Cassidy was formerly senior vice president of TSMC’s Corporate Strategy Office; and Chapman was previously CEO of Northwest Evaluation Association.

Little is a retired senior vice president of worldwide client engagement at Microchip, while Peng previously served as president of Advanced Micro Devices. Rapp is the former chief financial officer of National Instruments.

Equity Plan, Auditor and Executive Pay Proposals Pass

In addition to the board election, shareholders approved an amendment and restatement of Microchip’s 2004 Equity Incentive Plan. The approved change increases the number of common shares authorized for issuance under the plan by 12 million shares.

Shareholders also ratified the appointment of Ernst & Young LLP as Microchip’s independent registered public accounting firm for the fiscal year ending March 31, 2027.

The company’s advisory, non-binding proposal regarding compensation for named executive officers was also approved. Sanghi said the company would report final voting results in a Form 8-K filing within four business days.

No shareholder comments were submitted regarding the proposals during the formal business portion of the meeting, and the company reported that no questions were entered through the virtual meeting portal during the subsequent question-and-answer session.

About Microchip Technology (NASDAQ:MCHP)

Microchip Technology Inc is a semiconductor company headquartered in Chandler, Arizona, that designs, develops and supplies a broad portfolio of embedded control and analog semiconductors. Its product lineup centers on microcontrollers (including the well-known PIC family), digital signal controllers and associated development tools and software, along with a range of mixed-signal and analog devices, nonvolatile memory, power management, timing, interface, wireless and security products. The company also provides integrated hardware and software solutions intended to simplify embedded design and accelerate time to market for OEMs and contract manufacturers.

Microchip's products are used across a wide range of end markets, including automotive, industrial automation, consumer electronics, communications, aerospace and defense, and Internet of Things (IoT) applications.

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