Microchip Technology holders OK 12M-share plan
MICROCHIP TECHNOLOGY INC (MCHP) reports results of its August 18, 2026 annual stockholder meeting and an amendment to its equity plan.
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Form Type
8-K
Rhea-AI Filing Summary
MICROCHIP TECHNOLOGY INC (MCHP) reports results of its August 18, 2026 annual stockholder meeting and an amendment to its equity plan. Stockholders approved an amendment and restatement of the 2004 Equity Incentive Plan to increase the number of common shares authorized for issuance under the plan by 12,000,000, following prior board approval subject to stockholder consent.
Stockholders elected seven directors, including Ellen L. Barker, Rick Cassidy, Matthew W. Chapman, Mitch Little, Victor Peng, Karen M. Rapp and Steve Sanghi, each to serve until the next annual meeting. They also ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending March 31, 2027, and approved, on an advisory non-binding basis, the compensation of the named executive officers.
Insights
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8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Equity Plan Share Increase: 12,000,000 shares
Equity Plan Amendment Votes For: 430,844,377
Equity Plan Amendment Votes Against: 13,783,474
+4 more
7 metrics
Equity Plan Share Increase
12,000,000 shares
Additional common shares authorized for issuance under 2004 Equity Incentive Plan approved August 18, 2026
Equity Plan Amendment Votes For
430,844,377
Votes for approving amendment and restatement of 2004 Equity Incentive Plan
Equity Plan Amendment Votes Against
13,783,474
Votes against approving amendment and restatement of 2004 Equity Incentive Plan
Auditor Ratification Votes For
448,748,959
Votes for ratifying Ernst & Young LLP as independent registered public accounting firm for FY ending March 31, 2027
Auditor Ratification Votes Against
32,630,529
Votes against ratifying Ernst & Young LLP for FY ending March 31, 2027
Say-on-Pay Votes For
366,406,303
Votes for advisory approval of compensation of named executive officers
Say-on-Pay Votes Against
77,323,079
Votes against advisory approval of compensation of named executive officers
Key Terms
Equity Incentive Plan, Broker Non-Votes, independent registered public accounting firm, advisory (non-binding) basis, +1 more
5 terms
Equity Incentive Plan financial
"amendment and restatement of our 2004 Equity Incentive Plan to increase"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Broker Non-Votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"appointment of Ernst & Young LLP as the independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory (non-binding) basis financial
"Proposal to approve, on an advisory (non-binding) basis, the compensation"
Inline XBRL technical
"Cover Page Interactive Data File (embedded within the Inline XBRL document)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What equity plan change did MICROCHIP TECHNOLOGY INC (MCHP) stockholders approve?
Stockholders approved an amendment and restatement of Microchip’s 2004 Equity Incentive Plan, increasing common shares authorized for issuance under the plan by 12,000,000. This expands the pool available for future stock-based awards to directors, officers and employees.
Which directors were elected at MICROCHIP TECHNOLOGY INC (MCHP) on August 18, 2026?
Stockholders elected seven directors: Ellen L. Barker, Rick Cassidy, Matthew W. Chapman, Mitch Little, Victor Peng, Karen M. Rapp and Steve Sanghi. Each will serve until the next annual meeting or until a successor is duly elected and qualified.
How did MICROCHIP TECHNOLOGY INC (MCHP) stockholders vote on the equity plan amendment?
The equity plan amendment received 430,844,377 votes for, 13,783,474 against and 859,697 abstentions, with 36,264,971 broker non-votes. This vote approved the 12,000,000-share increase in the 2004 Equity Incentive Plan pool.
Which auditor did MICROCHIP TECHNOLOGY INC (MCHP) stockholders ratify for fiscal 2027?
Stockholders ratified Ernst & Young LLP as Microchip’s independent registered public accounting firm for the fiscal year ending March 31, 2027, with 448,748,959 votes for, 32,630,529 against and 373,031 abstentions, and no broker non-votes reported.
What was the say-on-pay result for MICROCHIP TECHNOLOGY INC (MCHP)?
Stockholders approved, on an advisory non-binding basis, compensation of the named executive officers, with 366,406,303 votes for, 77,323,079 against, 1,758,166 abstentions and 36,264,971 broker non-votes, indicating overall support for the current executive pay program.
How strong was support for director Mitch Little at MICROCHIP TECHNOLOGY INC (MCHP)?
Director nominee Mitch Little received 439,287,679 votes for, 5,100,058 against and 1,099,811 abstentions, plus 36,264,971 broker non-votes, indicating high support among shares voted for his election to the board.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Accepted by SEC EDGAR
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
(Exact Name Of Registrant As Specified In Its Charter) | ||
| (State Or Other Jurisdiction Of Incorporation) | (Commission File No.) | (IRS Employer Identification No.) | ||||||
(Address Of Principal Executive Offices, Including Zip Code)
(480 ) 792-7200
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
| (Nasdaq Global Select Market) | ||||||||
| (Nasdaq Global Select Market) | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 18, 2026, our stockholders approved an amendment and restatement of our 2004 Equity Incentive Plan (the "Plan") to increase the number of shares of common stock authorized for issuance thereunder by 12,000,000. Our Board of Directors had previously approved the amendment and restatement of our Plan, subject to stockholder approval. The foregoing description of the Plan is qualified in its entirety by reference to the Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
1.At our annual meeting of stockholders held on August 18, 2026, our stockholders elected each of the following individuals to serve on the Board until the next annual meeting of stockholders, or until his or her successor is duly elected and qualified.
| Nominees | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| Ellen L. Barker | 386,259,649 | 58,930,857 | 297,042 | 36,264,971 | ||||||||||
| Rick Cassidy | 422,631,851 | 22,245,572 | 610,125 | 36,264,971 | ||||||||||
| Matthew W. Chapman | 416,114,792 | 28,250,453 | 1,122,303 | 36,264,971 | ||||||||||
| Mitch Little | 439,287,679 | 5,100,058 | 1,099,811 | 36,264,971 | ||||||||||
| Victor Peng | 425,984,561 | 18,630,161 | 872,826 | 36,264,971 | ||||||||||
| Karen M. Rapp | 396,537,228 | 48,684,261 | 266,059 | 36,264,971 | ||||||||||
| Steve Sanghi | 407,175,970 | 37,235,300 | 1,076,278 | 36,264,971 | ||||||||||
In addition, the following proposals were voted on at the annual meeting:
2.Proposal to approve the amendment and restatement of our Plan to increase the number of shares of common stock authorized for issuance thereunder by 12,000,000 - Approved.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 430,844,377 | 13,783,474 | 859,697 | 36,264,971 | ||||||||
3.Proposal to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of Microchip for the fiscal year ending March 31, 2027 - Approved.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 448,748,959 | 32,630,529 | 373,031 | 0 | ||||||||
4.Proposal to approve, on an advisory (non-binding) basis, the compensation of our named executives - Approved.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 366,406,303 | 77,323,079 | 1,758,166 | 36,264,971 | ||||||||
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits | |||||||
| The following exhibits are provided as part of this report: | ||||||||
| Exhibit Number | Exhibit Description | |||||||
| 10.1 | 2004 Equity Incentive Plan, as amended and restated August 18, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
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.
| MICROCHIP TECHNOLOGY INCORPORATED | |||||
| Date: August 19, 2026 | By: /s/ J. Eric Bjornholt | ||||
| J. Eric Bjornholt | |||||
| Senior Corporate Vice President and Chief Financial Officer | |||||
| (Principal Financial and Accounting Officer) | |||||