[8-K] MICRON TECHNOLOGY INC Reports Material Event
Rhea-AI Filing Summary
Micron Technology reported results of its Fiscal 2025 Annual Meeting of Stockholders held on January 15, 2026. Stockholders approved an amendment to the Restated Certificate of Incorporation to add officer exculpation for monetary damages arising from duty-of-care breaches, as permitted by Delaware law. The related Certificate of Amendment was filed in Delaware and became effective on January 21, 2026.
All director nominees were elected to the Board, and stockholders approved, on an advisory basis, the compensation of named executive officers. They also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending September 3, 2026. A stockholder proposal seeking changes to shareholder special meeting rights did not receive sufficient support and was not approved.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Micron Technology, Inc. (the “Company”) held its Fiscal 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on January 15, 2026. At the Annual Meeting, as further described in Item 5.07 below, Company stockholders approved an amendment to the Company’s Restated Certificate of Incorporation (the “Company Charter”) to provide for the elimination of certain officers’ personal liability for monetary damages stemming from breaches of the duty of care as permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware (the “Exculpation Amendment”).
A Certificate of Amendment to the Company Charter (the “Certificate of Amendment”) effecting the Exculpation Amendment was filed with the Secretary of State of the State of Delaware and became effective on January 21, 2026. A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.03.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting held on January 15, 2026, the following proposals were submitted to a vote of Company stockholders:
Proposal 1
Each of the following nominees for Director were elected to serve on the Board of Directors of the Company. 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 | |||||||||||||
| Lynn A. Dugle | 794,907,057 | 17,407,119 | 772,638 | 103,556,209 | ||||||||||||
| Steven J. Gomo | 809,867,865 | 2,434,052 | 784,897 | 103,556,209 | ||||||||||||
| Linnie M. Haynesworth | 808,992,978 | 3,314,129 | 779,707 | 103,556,209 | ||||||||||||
| T. Mark Liu | 810,273,883 | 2,034,566 | 778,365 | 103,556,209 | ||||||||||||
| Sanjay Mehrotra | 782,416,311 | 29,933,649 | 736,854 | 103,556,209 | ||||||||||||
| A. Christine Simons | 811,411,550 | 896,002 | 779,262 | 103,556,209 | ||||||||||||
| Robert H. Swan | 811,084,381 | 1,222,445 | 779,988 | 103,556,209 | ||||||||||||
| MaryAnn Wright | 781,196,519 | 31,109,070 | 781,225 | 103,556,209 | ||||||||||||
Proposal 2
The proposal by the Company to approve, on a non-binding basis, the compensation of its named executive officers was approved with 770,405,752 votes for, 39,292,984 votes against, 3,388,078 abstentions, and 103,556,209 broker non-votes.
Proposal 3
The proposal by the Company to approve an amendment to the Company's Restated Certificate of Incorporation adding a provision regarding exculpation of officers in accordance with Delaware law was approved with 728,211,756 votes for, 83,873,941 votes against, 1,001,117 abstentions, and 103,556,209 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 September 3, 2026 was approved with 857,646,756 votes for, 58,058,793 votes against, 937,474 abstentions, and no broker non-votes.
Proposal 5
The proposal by a stockholder of the Company requesting an amendment to shareholder special meeting rights was not approved with 348,670,930 votes for, 461,839,590 votes against, 2,576,294 abstentions, and 103,556,209 broker non-votes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amendment to Restated Certificate of Incorporation of Micron Technology, Inc., dated January 21, 2026. | |
| 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, 2026 | By: | /s/ Michael Ray |
| Name: | Michael Ray | |
| Title: | Senior Vice President, Chief Legal Officer and Corporate Secretary | |
