PROXY SUMMARY

This summary highlights information contained elsewhere in the proxy statement. This summary does not contain all the information that you should consider. You should read the entire proxy statement carefully before voting.

2023 Annual Meeting of Stockholders


Date:			August 22, 2023
Time:			9:00 a.m., Mountain Standard Time / Pacific Daylight Time
Record date:			June 23, 2023

Voting Matters and Board Recommendations

A summary of the 2023 Annual Meeting proposals is below. Every stockholder’s vote is important. Our Board urges you to vote your shares FOR Proposals 1, 2, 3, 4 and 5, FOR a frequency period of one year with respect to Proposal 6, and AGAINST Proposal 7.

Matter

Page

Board Recommends

Vote Required for Approval

Effect of Abstentions

Effect of Broker "Non-Votes"

Proposals:

Election of seven directors

FOR each director nominee

More FOR than AGAINST votes

None

2001 Employee Stock Purchase Plan Extension

FOR

Majority of votes cast

None

1994 International Employee Stock Purchase Plan Extension

FOR

Majority of votes cast

None

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2024

FOR

Majority of votes cast

None

N/A (1)

Advisory (non-binding) vote regarding the compensation of our named executives

FOR

Majority of votes cast

None

Advisory (non-binding) vote regarding the frequency period of the advisory executive compensation vote to be held every one, two, or three years

ONE YEAR

Plurality of votes cast

None

Stockholder proposal requesting that our Board of Directors commission an independent third-party report, at reasonable expense and excluding proprietary information, on our due diligence process to determine whether our customers' use of our products contribute or are linked to violations of international law

AGAINST

Majority of votes cast

None

(1) Because this is a routine proposal, we do not expect any broker "non-votes".

Table of Contents

MICROCHIP TECHNOLOGY INCORPORATED

2355 West Chandler Boulevard

Chandler, Arizona 85224-6199

PROXY STATEMENT

You are cordially invited to attend our annual meeting on Tuesday, August 22, ~~2017,~~2023, beginning at 9:00 a.m., Mountain Standard Time / Pacific Daylight Time. The annual meeting will be held at our Chandler facility located at 2355 W.West Chandler ~~Blvd.,~~Boulevard, Chandler, AZArizona 85224-6199.

We are providing these proxy materials in connection with the solicitation by the Board of Directors (the "Board") of Microchip Technology Incorporated ("Microchip") of proxies to be voted at Microchip's ~~2017~~2023 annual meeting of stockholders and at any adjournment(s) or postponement(s) thereof.

Our fiscal year begins on April 1 and ends on March 31. References in this proxy statement to fiscal ~~2017~~2023 refer to the 12-month period from April 1, ~~2016~~2022 through March 31, ~~2017;~~2023; references to fiscal ~~2016~~2022 refer to the 12-month period from April 1, ~~2015~~2021 through March 31, ~~2016; and~~2022; references to fiscal ~~2015~~2021 refer to the 12-month period from April 1, ~~2014~~2020 through March 31, ~~2015.~~2021; and references to fiscal 2020 refer to the 12-month period from April 1, 2019 through March 31, 2020.

We anticipate first mailing this proxy statement and accompanying form of proxy on July ~~13, 2017~~14, 2023 to holders of record of Microchip's common stock at the close of business on June ~~28, 2017~~23, 2023 (the "Record Date"). Our principal executive offices are located at 2355 West Chandler Boulevard, Chandler, Arizona 85224-6199.

PROXIES AND VOTING PROCEDURES

YOUR VOTE IS IMPORTANT. Because many stockholders cannot attend the annual meeting in person, it is necessary that a large number of stockholders be represented by proxy. Stockholders may have a choice of voting over the internet, by using a toll-free telephone number or by completing a proxy card and mailing it in the postage-paid envelope provided. Please refer to your proxy card or the information forwarded by your bank, broker or other holder of record to see which options are available to you. Under Delaware law, stockholders may submit proxies electronically. Please be aware that if you vote over the internet, you may incur costs such as telephone and internet access charges for which you will be responsible.

The method by which you vote will in no way limit your right to vote at the annual meeting if you later decide to attend in person. If your shares are held in the name of a bank, broker or other holder of record (referred to in this proxy statement as "street name stockholders"), you must obtain a proxy, executed in your favor, from the holder of record, to be able to vote at the annual meeting. If you are a street name stockholder, then your broker, bank or other nominee can provide you with instructions on how to change or revoke your proxy.

You can revoke your proxy at any time before it is exercised by timely delivery of a properly executed, later-dated proxy (including an internet or telephone vote if these options are available to you) or by voting by ballot at the annual meeting. If you are a street name stockholder, then your broker, bank or other nominee can provide you with instructions on how to change or revoke your proxy.

All shares entitled to vote and represented by properly completed proxies received prior to the annual meeting and not revoked will be voted at the annual meeting in accordance with the instructions on such proxies. IF YOU DO NOT INDICATE HOW YOUR SHARES SHOULD BE VOTED ON A MATTER, THE SHARES REPRESENTED BY YOUR PROPERLY COMPLETED PROXY WILL BE VOTED AS OUR BOARD ~~OF DIRECTORS~~ RECOMMENDS.

If any other matters are properly presented at the annual meeting for consideration, including, among other things, consideration of a motion to adjourn the annual meeting to another time or place, the persons named as proxies and acting thereunder will have discretion to vote on those matters according to their best judgment to the same extent as the person

Table of Contents

delivering the proxy would be entitled to vote. At the date this proxy statement went to press, we did not anticipate that any other matters would be raised at the annual meeting.

Stockholders Entitled to Vote

Stockholders of record at the close of business on the Record Date, June ~~28, 2017,~~23, 2023, are entitled to notice of and to vote at the annual meeting. Each share is entitled to one vote on each of the ~~five~~seven director nominees and one vote on each other matter properly brought before the annual meeting. On the Record Date, there were ~~232,723,905~~544,333,965 shares of our common stock issued and outstanding.

In accordance with Delaware law, a list of stockholders entitled to vote at the annual meeting will be available ~~at the annual meeting on August 22, 2017, and~~ for 10examination by any stockholder beginning ten days prior to the annual meeting at 2355 West Chandler Boulevard, Chandler, Arizona, on any business day between the hours of 9:10:00 a.m. and 4:30 p.m., Mountain Standard Time / Pacific Daylight Time. If you would like to view the list, please contact our Corporate Secretary to schedule an appointment by calling (480) 792-4039 or writing to her at the address of our principal executive offices indicated above.

Required Vote

Quorum, Abstentions and Broker ~~Non-Votes~~"Non-Votes"

The presence, in person or by proxy, of the holders of a majority of the shares entitled to vote at the annual meeting is necessary to constitute a quorum at the annual meeting. Abstentions and broker "non-votes" are counted as present and entitled to vote for purposes of determining a quorum. A broker "non-vote" occurs when a nominee holding shares for a beneficial owner (i.e., in "street name") does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. Under the rules of the New York Stock Exchange ~~(NYSE)~~("NYSE"), which apply to NYSE member brokers trading in non-NYSE stock, brokers have discretionary authority to vote shares on certain routine matters if customer instructions are not provided. Proposal ~~Three~~Four to be considered at the annual meeting ~~may~~is expected to be treated as a routine matter. Consequently, if you do not return a proxy card, your broker ~~may~~will have discretion to vote your shares on such matter.

Election of Directors (Proposal One)

A nominee for director shall be elected to the ~~board~~Board of ~~directors~~Directors if the votes cast for such nominee's election exceed the votes cast against such nominee's election. For this purpose, votes cast shall exclude abstentions, withheld votes or broker ~~non-votes~~"non-votes" with respect to that director's election. Notwithstanding the immediately preceding sentence, in the event of a contested election of directors, directors shall be elected by the vote of a plurality of the votes cast. A contested election shall mean any election of directors in which the number of candidates for election as director exceeds the number of directors to be elected. If directors are to be elected by a plurality of the votes cast, stockholders shall not be permitted to vote against a nominee.

~~Approval~~

To approve an amendment and restatement of ~~Microchip's Amended~~our 2001 Employee Stock Purchase Plan to extend the term of the plan by ten years to August 31, 2034 (Proposal Two)

The affirmative vote of the holders of a majority of the votes cast affirmatively or negatively at the annual meeting is required to adopt the amendment and ~~Restated 2004 Equity Incentive~~restatement of our 2001 Employee Stock Purchase Plan as described in Proposal Two. Abstentions and broker "non-votes" are not counted as votes cast affirmatively or negatively for purposes of approving our amended and restated 2001 Employee Stock Purchase Plan, and thus will not affect the outcome of the voting on this proposal.

To approve an amendment and restatement of our 1994 International Employee Stock Purchase Plan to extend the term of the plan by ten years to November 30, 2034(Proposal Three)

The affirmative vote of the holders of a majority of the votes cast affirmatively or negatively at the annual meeting is required to adopt the amendment and restatement of our 1994 International Employee Stock Purchase Plan as described in Proposal Three. Abstentions and broker "non-votes" are not counted as votes cast affirmatively or negatively for purposes of approving our amended and restated 1994 International Employee Stock Purchase Plan, and thus will not affect the outcome of the voting on this proposal.

Table of Contents

Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal ~~Two)~~Four)

The affirmative vote of the holders of a majority of the ~~shares of common stock present in person~~votes cast affirmatively or represented by proxy and entitled to vote at the annual meeting is required to (i) increase the number of shares of our common stock authorized for issuance thereunder by 6,000,000, (ii) re-approve the 2004 Equity Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and (iii) make certain other changes as set forth in the amended and restated 2004 Equity Incentive Plan. Abstentions will have the same effect as voting against this proposal. Broker "non-votes" are not counted for purposes of approving this matter, and thus will not affect the outcome of the voting on such proposal.

~~Ratification of Independent Registered Public Accounting Firm (Proposal Three)~~

~~The affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote~~negatively at the annual meeting is required for ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of Microchip for the fiscal year ending March 31, ~~2018.~~2024. Abstentions and broker "non-votes" are not counted as votes cast affirmatively or negatively for purposes of approving this proposal, and thus will ~~have~~not affect the ~~same effect as~~outcome of the voting ~~against~~on this proposal. Because this is a routine matter, we do not expect any broker "non-votes."

Advisory Vote Regarding the Compensation of our Named Executives~~(Proposal Four)~~ (Proposal Five)

The affirmative vote of the holders of a majority of the ~~shares of common stock present in person~~votes cast affirmatively or ~~represented by proxy and entitled to vote~~negatively at the annual meeting is required to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the rules of the Securities and Exchange Commission (the "SEC"). Abstentions ~~will have the same effect as voting against this proposal. Broker~~and broker "non-votes" are not counted as votes cast affirmatively or negatively for purposes of approving this ~~matter,~~proposal, and thus will not affect the outcome of the voting on ~~such~~this proposal.

Advisory Vote Regarding the Frequency of Voting on the Compensation of our Named Executives ~~(Proposal Five)~~ (Proposal Six)

The frequency option receiving the highest number of affirmative "FOR" votes at the meeting (a plurality of the votes duly ~~cast is required~~cast) will be considered the frequency preferred by the stockholders with respect to ~~indicate, on an advisory (non-binding) basis,~~ the frequency of stockholder voting on the compensation of our named executive officers (i.e., the selection receiving the greatest number of votes will be the advisory election)., although such vote will not be binding on us. Abstentions and broker "non-votes" will be treated as if no vote were cast with respect to this proposal, and thus will not affect the outcome of the voting on this proposal.

To consider a stockholder proposal requesting that our Board of Directors commission an independent third-party report, at reasonable expense and excluding proprietary information, on our due diligence process to determine whether our customers' use of our products contribute or are linked to violations of international law (Proposal Seven)

The affirmative vote of the holders of a majority of the votes cast affirmatively or negatively at the annual meeting is required to adopt this stockholder proposal as described in Proposal Seven. Abstentions and broker "non-votes" are not counted as votes cast affirmatively or negatively for purposes of approving such proposal, and thus will not affect the outcome of the voting on this proposal.

Electronic Access to Proxy Statement and Annual Report

This proxy statement and our fiscal ~~2017~~2023 Annual Report are available at www.microchip.com/annual_reports.

We will post our future proxy statements and annual reports on Form 10-K on our website as soon as reasonably practicable after they are electronically filed with the SEC. All such filings on our website are available free of charge. The information on our website is not incorporated into this proxy statement. Our internet address is www.microchip.com.

Cost of Proxy Solicitation

Microchip will pay its costs of soliciting proxies including the cost of any proxy solicitor if a proxy solicitor is engaged. Proxies may be solicited on behalf of Microchip by its directors, officers or employees in person or by telephone, facsimile or other electronic means. We may also reimburse brokerage firms and other custodians, nominees and fiduciaries for their expenses incurred in sending proxies and proxy materials to beneficial owners of Microchip common stock.

Table of Contents

THE BOARD OF DIRECTORS

Corporate Governance Guidelines

Microchip’s Board has adopted a set of Corporate Governance Guidelines. The Nominating, Governance, and Sustainability Committee reviews the guidelines periodically and recommends changes to the Board as appropriate. The Board oversees administration and interpretation of, and compliance with, the guidelines.

These guidelines, which are published on our website at https://www.microchip.com/en-us/about/investors/investor-information/mission-statement, along with our other corporate governance practices, compare favorably under the Investor Stewardship Group’s ("ISG") Corporate Governance Framework for U.S. Listed Companies, as shown in the table below.


ISG Principle			Microchip Practice
Principle 1 Boards are accountable to stockholders.			•All directors are elected annually •Majority voting in uncontested director election •No shareholder rights plan •Proxy access with market terms (3% for three years, up to the greater of 2 directors or 20% of the Board) •CEO and Board Chair’s letter in proxy statement describes Board’s activities over the past year
Principle 2 Stockholders should be entitled to voting rights in proportion to their economic interest.			•No dual-class share structure •Each stockholder is entitled to one vote per share
Principle 3 Boards should be responsive to stockholders and be proactive in order to understand their perspectives.			•Proactive year-round investor engagement, including executive management meetings with investors owning more than 55% of shares outstanding in fiscal 2023 (excluding index and passive funds, which do not engage with management) •Engagement topics included strategy, financial and operational matters; culture; issues concerning ESG matters; executive compensation; and corporate governance •The Board has made a number of changes in response to investor feedback, including: •adding three new Board members since January 2021 who bring greater diversity representation; •enhancing further the integration of ESG disclosure into our public filings, and Corporate Sustainability Report; and •tying a portion of the payments under our quarterly management incentive bonus plan to progress made on our annual ESG goals
Principle 4 Boards should have a strong, independent leadership structure.			•Board Chair is separate from CEO •Lead independent director appointed •Board considers appropriateness of its leadership structure at least annually •Independent committee chairs •Independent directors meet in executive session at least four times per year

Table of Contents


Principle 5 Boards should adopt structures and practices that enhance their effectiveness.			•71% of the director nominees are independent •We adopted a requirement that three-fourths of our directors must be independent (rounded down, e.g. 5 of 7 directors) •43% of the director nominees self-identify as racially/ethnically diverse •14% of the director nominees self-identify as female •We value diversity, and have a practice of seeking out women and minority candidates, as well as candidates with diverse backgrounds, experiences, and skills, as part of each Board search •Annual Board and committee evaluations •Active Board refreshment, with four new Board members joining since our 2020 annual meeting, and an average tenure of 13.0 years •Limits on outside boards, with no independent director permitted to serve on more than five public company boards (including Microchip) •No restrictions on directors’ access to senior management
Principle 6 Boards should develop management incentive structures that are aligned with the long-term strategy of the company.			•Compensation Committee reviews and approves incentive program design, goals, and objectives for alignment with compensation and business strategies •Annual and long-term incentive programs are designed to reward financial and operational performance that furthers short- and long-term strategic objectives

Meetings of the Board ~~of Directors~~

Our Board ~~of Directors~~ met ~~six~~nine times in fiscal ~~2017. Each director~~2023. All of our directors attended ~~at least 75%~~100% of ~~the aggregate of (i)~~ the total number of ~~the~~ meetings of the Board ~~of Directors~~ held during fiscal ~~2017~~2023 during such time as such person was a director, ~~and (ii)~~except that one director missed one meeting but attended 89% of the total number of applicable meetings. Our various Board committees met a total of 28 times in fiscal 2023. All of our directors attended 100% of the total number of meetings held by all of the committees of the Board ~~of Directors~~ on which he or she served during fiscal ~~2017~~2023 during such time as such person was a ~~director.~~director, except that one director missed one committee meeting but attended 90% of the total number of applicable meetings. The Board ~~of Directors~~ has a practice of meeting in executive session on a periodic basis without management or management directors (i.e., Mr. ~~Sanghi)~~Sanghi and Mr. Moorthy) present. ~~The~~In May 2023, the Board ~~of Directors has~~ determined that each of Mr. Chapman, ~~Mr. Day,~~ Ms. Johnson, ~~and~~Mr. Johnson, Mr. Meyercord, Mr. Rango and Ms. Rapp is an independent director as defined by applicable SEC rules and NASDAQ listing standards.

Board Leadership Structure

The Board ~~of Directors~~ believes that ~~Microchip's Chief Executive Officer, Steve~~Mr. Sanghi is best situated to serve as ~~Chairman~~Executive Chair of the Board because he has served as our Chief Executive Officer and/or President for over 30 years and is the director with the most ~~familiar~~experience with Microchip's business and ~~industry,~~industry. As our current Chief Executive Officer and ~~most capable of effectively identifying~~President, Mr. Moorthy identifies strategic priorities and ~~leading~~leads the discussion and execution of ~~strategy.~~strategy with input from Mr. Sanghi and the other members of the Board. The Board's independent directors have different perspectives and roles in strategic development. In particular, Microchip's independent directors bring experience, oversight and expertise from outside the company and the industry, while ~~the Chief Executive Officer brings~~Mr. Sanghi and Mr. Moorthy bring company-specific experience and industry expertise. The Board ~~of Directors~~ believes that the ~~combined~~ role of ~~Chairman and Chief~~the Executive ~~Officer promotes strategy development and execution, and~~Chair facilitates information flow between management and the Board, ~~of Directors,~~ which ~~are~~is essential to effective governance.

Lead Independent Director

The Microchip ~~does not have~~Board appointed Wade Meyercord to serve as lead independent director in June 2023. The appointment of a lead independent director is required under our Corporate Governance Guidelines in the event the Chair of the Board is not an independent director. The Lead Independent Director has the following responsibilities: (i) to review Board meeting agendas in advance of each meeting and Board meeting schedules to ensure sufficient time for discussion of agenda items, (ii) to consult and collaborate with the non-independent Chair as appropriate, (iii) chair any executive sessions

Table of Contents

of the Board which occur outside the presence of the non-independent Chair, the CEO and any other members of management then serving on the Board, (iv) to call meetings of independent directors at any time he or she deems appropriate, (v) to chair Board meetings if the non-independent Chair is not present, (vi) to retain outside advisors in connection with the performance of these duties as he or she deems appropriate, and (vii) to perform such other duties as the Board may deem appropriate from time to time.

Board Oversight of Risk Management

The Board ~~of Directors~~ and the Board committees oversee risk management in a number of ways. The Audit Committee oversees the management of financial and accounting related risks as an integral part of its duties. Similarly, the Compensation Committee considers risk management when setting the compensation policies and programs for Microchip's executive officers. As part of this process, our Compensation Committee concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on Microchip. The Board periodically assesses the programs and initiatives that support the environment, social, health, safety, innovation and technology objectives of our business. As discussed below, we have formed an ESG Steering Committee to assist the Board and the Nominating, Governance, and Sustainability Committee in their oversight of sustainability matters, including the relationship of our business to climate change.

The Board ~~of Directors and~~or the Audit Committee regularly receive reports on various risk-related items, including risks related to manufacturing operations, ~~intellectual property, taxes, cyber security,~~cybersecurity, IT system continuity, taxes, intellectual property, litigation or other proceedings, products and ~~employees.~~personnel matters. The Board ~~and~~or the Audit Committee also receive periodic reports on Microchip's efforts to manage and mitigate such risks through safety measures, system improvements, insurance or self-insurance. The Board ~~of Directors~~considers the various risks related to our business and discusses such risk areas and risk mitigation actions with our management team. The Board believes that the leadership structure described above facilitates the Board's oversight of risk management because it allows the Board, working through its committees, to participate actively in the oversight of management's actions.

Nominating, Governance, and Sustainability Committee’s Oversight of Sustainability Matters

Microchip is a leading provider of smart, connected and secure embedded control solutions. Our mission is to focus our resources on high value, high quality products, total system solutions, software and services, and to continuously improve all aspects of our business, providing an industry leading return on investment. In this pursuit, we are committed to being responsible corporate citizens and this commitment is shared by our Board members, its committees, our executive management team, and employees throughout the company.

Our Board and our Nominating, Governance, and Sustainability Committee oversee our policies and practices relating to ESG and other public policy matters relevant to Microchip. The committee reviews and reports to the Board, and discusses with management, matters of corporate responsibility and sustainability performance, including potential long and short-term trends and impacts to our business of environmental, social, human capital, diversity and inclusion, and governance issues, including our public reporting on these topics.

In fiscal 2021, we instituted a corporate ESG Steering Committee that is comprised of executives and senior managers from various disciplines such as compliance, facilities, finance, human resources, legal, marketing communications, operations, sales, and technology. The ESG Steering Committee oversees the ESG Assurance team which is responsible for the development, implementation and measurement of Microchip’s corporate ESG goals and policies.

Table of Contents

The five tenets of our ESG strategy include: (1) Our Company; (2) Our Planet; (3) Our Supply Chain; (4) Our Products; and (5) Our People. In fiscal 2023, the ESG Steering Committee focused on our sustainability programs related to climate change, supply chain transparency, combatting forced labor, and diversity and inclusion. The committee's analysis of ESG topics included each of the Global Reporting Initiative Standards, the Task Force on Climate-Related Financial Disclosures, as well as the Sustainability Accounting Standards Board. Against this backdrop, we performed an assessment of key indicators and engaged with our internal and external stakeholders on ESG topics to help further inform our future direction and priorities regarding our ESG strategy and areas of focus.

Protecting our Environment with a Focus on Sustainability

We believe that a consistent, ongoing commitment to sustainability is a key pillar in our strategy to create robust efficient operations while lowering costs and addressing the expectations of our stakeholders. Our commitment to the environment goes beyond our compliance with regulatory obligations at our global facilities. We have climate targets aligned with the latest climate science, and we invest in green business practices. We are also engaged in continuous efforts to identify conservation projects and technologies that reduce our carbon footprint, energy consumption, water usage, wastewater discharge, and waste generation. While we have already implemented various improvements to our processes and resource utilization, our senior management remains fully supportive of efforts to further reduce and mitigate our impact on the environment.

Emissions - Microchip successfully achieved its 2022 climate target regarding our normalized Scope 1 emissions, using 2018 as our baseline year. We have committed to be Net Zero by 2040 in alignment with the latest climate science, and the goals of the Paris Climate Agreement. Our facilities continue to invest additional capital in abatement technologies, and drive optimization of processes and equipment.

Energy - We are committed to improving the energy efficiency of our facilities and increasing the share of renewables in our energy portfolio. Through our investments into upgrading equipment, lighting, and HVAC systems, we have managed to reduce our energy consumption since 2018, and a portion of our global electricity comes from renewable energy sources. To further reduce our Scope 2 carbon emissions, we executed multiple renewable energy contracts in 2022 which came online in 2023 and will further increase the portion of our energy use that comes from renewable sources. These initiatives are in line with our commitment to increasing the percentage of our global electricity supply from renewable sources provided such supply is available at commercially reasonable rates.

Table of Contents

Water/Wastewater - Microchip recognizes that the semiconductor industry is a large consumer of water due to the manufacturing process requirements, and that water is a shared global resource. We have continued to reduce our water use through investments in water conservation and reclamation projects at our manufacturing facilities. Our dedicated teams executed innovative water recycling projects during 2022. We continue to meet or exceed the compliance obligations of our wastewater discharge permits through extensive analyzing, monitoring, maintaining and reporting on our internal treatment systems and discharge points.

Waste - Microchip has successfully executed multiple circularity initiatives in partnership with its waste management partners to sustainably dispose of waste streams generated from our operations, thereby diverting toxic waste from landfills. In calendar year 2022, we diverted waste from our communities’ landfills, wastewater treatment sites, and the atmosphere. These initiatives enabled the recovery of waste materials and their productive re-utilization in other applications.

Sustainable Products - We recognize the impact and significance of our products in enabling future climate solutions and therefore strive to manufacture low power consumption and environmentally preferable products. Our products comply with relevant environmental regulations and standards, including the European Union's Restriction of Hazardous Substances (RoHS) and Registration, Evaluation, Authorization, and Restriction of Chemicals (REACH) directives. We aim to use sustainable materials and manufacturing processes wherever possible.

As part of our ESG program, we are committed to regular engagement with our key stakeholders to understand their concerns and to inform and educate them on Microchip’s commitments. We routinely engage with our stockholders to better understand their views, carefully considering the feedback we receive and acting upon it. For more information on our ESG program, including our latest Sustainability Report, please visit our website: https://www.microchip.com/en-us/about/corporate-responsibility.

Human Capital, Culture and Diversity

Addressing Human Rights Risks in the Workplace

We are committed to being a responsible corporate citizen and acting ethically and transparently in accordance with local, national and international laws and regulations and industry standards. Our commitment to social responsibility includes requiring our suppliers to respect human rights principles, health and safety, and to ethically address conflict minerals and the environment. In fiscal 2023, we published our Supplier Code of Conduct, which is aligned with our Vision, Mission Statement, and Guiding Values. Our Supplier Code of Conduct supports Microchip’s Code of Business Conduct and Ethics. In April 2022, we published our Human Rights Policy which covers ethical business conduct, employee rights and fair labor practices, diversity and inclusion, anti-harassment, safety in the workplace, our commitment against forced labor, human trafficking and child labor, and our respect for freedom of association. Our Human Rights Policy is available at https://www.microchip.com/en-us/about/corporate-responsibility. Our supply chain partners are expected to follow our Human Rights Policy and our Supplier Code of Conduct which is modeled after that of the Responsible Business Alliance ("RBA"), a nonprofit organization comprised of companies committed to supporting the rights and well-being of workers and communities worldwide affected by the global supply chain.

At our Annual Meeting of Stockholders held on August 20, 2019, our stockholders approved a proposal for our Board to report on our processes for identifying and analyzing potential and actual human rights risks to workers in our operations and our supply chain. We published reports in 2021, 2022 and 2023. A copy of our most recent report is available at https://www.microchip.com/en-us/about/corporate-responsibility/ethics-and-conduct. As part of our assessment of these risks, in 2020, we aligned our Supplier Code of Conduct to the terms of the RBA Code of Conduct, which includes elements specific to preventing forced labor, such as requiring:

•employment be freely chosen by the employee;

•no workers under the age of 15, or the minimum age of the country, whichever is greater;

•wages and benefits comply with all applicable wage laws;

•no harsh and inhumane treatment including any sexual harassment, sexual abuse, corporal punishment, mental or physical coercion or verbal abuse of workers; and

•workplaces free of harassment and unlawful discrimination, etc.

As part of our continued process improvements, in 2021 and 2022, we conducted onsite audits through independent auditors at three of our four non-US manufacturing facilities pursuant to RBA's Validated Assessment Program. We also enhanced our supply chain review process on the topic of forced labor risks. Please see our latest Sustainability Report and our Report Regarding Ethical Recruitment and Forced Labor for more details regarding such matters.

Table of Contents

Culture and Core Values

Over 30 years ago, Microchip created a cultural framework to unite its employees through shared workplace values, and to guide employees’ strategies, decisions, actions and job performance. Microchip’s culture has been centered on a values-based, highly-empowered, continuous-improvement oriented approach. At the core of our culture are employee empowerment, teamwork, collaboration, and communication, with the goal of driving engagement, and inspiring creativity and innovation. Today, this corporate culture continues to strengthen all aspects of our business, enables us to fulfill our purpose, and serves as the platform for Microchip to consistently gain market share while maintaining strong profitability.

Microchip’s guiding values convey our overall philosophy, and are the basis from which we make our day-to-day decisions, and continue to cultivate our corporate culture. Our focus on communication provides transparency among leadership, promotes trust among employees, and is a critical part of Microchip’s culture.

Compensation Programs

Microchip has competitive compensation programs which include bonuses and equity components that allow employees to participate in our success and profitability. Eligible employees receive restricted stock units ("RSUs") at hiring and annually under various equity plans. Our employee stock purchase plans allow eligible employees an opportunity to purchase our common stock at a discount.

Our employee cash bonus plan is a discretionary quarterly cash bonus program that is paid to all eligible employees based on the company’s operating performance. Please see the "Executive Compensation - Compensation Discussion and Analysis" section of this proxy statement for more detailed information regarding our compensation philosophy and programs.

Diversity, Non-discrimination and Equal Opportunity Employment

We value diversity and inclusion and believe employees of all backgrounds contribute to our ongoing success. It is important that we support the needs of our employees without regard to race, color, ethnicity, religious creed or beliefs, age, national or social origin, ancestry, citizenship status, marital or familial status, physical or mental disability, legally-protected medical condition, genetic information, pregnancy, gender (including gender expression, gender identity, transgender, and sex stereotyping), sex (including pregnancy, childbirth, breastfeeding, or related medical condition and sex stereotyping), sexual orientation, military or veteran status, or any other status or classification protected by applicable federal, state, and/or local laws. Through diversity of backgrounds and perspectives, we gain the knowledge and experience that each of our employees brings. Our Senior Vice President, Global Human Resources, works with our CEO to set strategies to improve diversity, and oversees the development and implementation of programs that support diversity and inclusion. Our CEO’s Diversity Statement is available at https://www.microchip.com/en-us/about/corporate-responsibility. Our Board has oversight of the work of our CEO and Senior Vice President, Global Human Resources.

We design jobs and provide opportunities promoting employee teamwork, productivity, creativity, pride in work, trust, integrity, fairness, involvement, development, and empowerment. We base recognition, advancement, and compensation on an employee’s achievement of excellence in company, and both team and individual performance. We foster our employees’ health and welfare by offering competitive and comprehensive employee benefits. All managers, supervisors and employees are responsible for maintaining a work environment that is free from discrimination and harassment, and for promptly reporting violations. Our policy on Non-Discrimination and Equal Opportunity Employment is available at https://www.microchip.com/en-us/about/corporate-responsibility.

Microchip provides equal employment opportunities and respects and values the diverse experiences and backgrounds of all applicants. In the U.S., Microchip operates in compliance with EEO guidelines for recruitment and hiring practices. Regular and updated training is provided to recruiters as well as hiring managers to ensure understanding of hiring practices. U.S. hiring managers must record and pass an affirmative action training course prior to creating a requisition and starting their hiring process. Multiple recruiting sources are utilized by Microchip, including: our company career site, university job boards, Direct Employers, our Employment Service Delivery System (the system that posts jobs to state job boards and diversity agencies), Microchip social media postings, attendance at many university, diversity and veteran career fairs and events.

Table of Contents

Audit Committee Oversight of Information Security

Information security is the responsibility of our Information Security team, overseen by our Vice President, Chief Information Security Officer. We leverage a combination of the best practice standards of the National Institute of Standards and Technology Cybersecurity Framework and the International Organization for Standardization and Center for Internet Security to measure security posture, deliver risk management, and provide effective security controls. Our information security practices include development, implementation, and improvement of policies and procedures to safeguard information and help ensure availability of critical data and systems. Our Information Security team conducts information security awareness training for all employees with access to our computer systems. Our program further includes review and assessment by an external, independent third-party, who assesses and reports on our internal incident response preparedness and helps identify areas for continued focus and improvement. Our Audit Committee, comprised fully of independent directors, is responsible for oversight of cybersecurity and information security risk. Our Chief Information Security Officer delivers quarterly reports and updates to the Audit Committee, and the Board receives regular updates on the status of the Information Security Program, including relevant cyber threats, roadmap and key initiative updates, and the management of information security risk.

Communications from Stockholders

Stockholders may communicate with the Board ~~of Directors~~ or individual members of the Board, ~~of Directors,~~ provided that all such communication is submitted in writing to the attention of the Secretary at Microchip Technology Incorporated, 2355 West Chandler Boulevard, Chandler, Arizona 85224-6199, who will then forward such communication to the appropriate director or directors.

Committees of the Board ~~of Directors~~

The following table lists our three standing Board committees, the directors who served on them at March 31, 2023, and the number of committee meetings held in fiscal ~~2017:~~2023:

MEMBERSHIP ON BOARD COMMITTEES IN FISCAL ~~2017~~2023

Name

Audit

Compensation

Nominating, Governance, and Sustainability

Matthew W. Chapman

Esther L. Johnson (1)

•

Karlton D. Johnson

•

Wade F. Meyercord

•

Robert A. Rango (2)

Karen M. Rapp

•

Ganesh Moorthy

Steve Sanghi

Meetings held in fiscal 2023

Name

Audit

Compensation
Nominating
and Governance
Mr. Chapman C l
Mr. Day l C
Ms. Johnson
l

l
Mr. Meyercord l C l
Mr. Sanghi
Meetings held in fiscal 2017 8 10 2

C = Chair

l• = Member

(1)Ms. Johnson served on our Compensation Committee and our Nominating, Governance, and Sustainability Committee in fiscal 2023 and will continue to serve on such committees until the 2023 Annual Stockholder Meeting.

(2)Mr. Rango joined the Board on January 3, 2023 and on April 6, 2023 became a member of our Compensation Committee.

Audit Committee

The responsibilities of our Audit Committee are to appoint, compensate, retain and oversee Microchip's independent registered public accounting firm, oversee the accounting and financial reporting processes of Microchip and audits of its financial statements, and provide the Board ~~of Directors~~ with the results of such monitoring. These responsibilities are further described in the committee charter which was amended and restated as of ~~May 15, 2015.~~June 23, 2023. A copy of the Audit Committee charter is available at ~~the About Us/Investor Relations section under Mission Statement/Corporate Governance on~~ ~~www.microchip.com~~.https://www.microchip.com/en-us/about/investors/investor-information/mission-statement.

~~Our~~

In May 2023, our Board ~~of Directors has~~ determined that all members of the Audit Committee are independent directors as defined by applicable SEC rules and NASDAQ listing ~~standards.~~standards, and has determined that Mr. Meyercord was an independent director

Table of Contents

as defined by applicable SEC rules and NASDAQ listing standards while he served on the Audit Committee. The Board ~~of Directors~~ has also determined that each of Mr. Chapman and ~~Mr. Meyercord~~Ms. Rapp meet the requirements for being an "audit committee financial expert" as defined by applicable SEC ~~rules.~~rules, and Mr. Meyercord met the requirements for being an "audit committee financial expert" as defined by applicable SEC rules while he served on the Audit Committee.

In fiscal 2005, our Board and our Audit Committee adopted a policy with respect to (i) the receipt, retention and treatment of complaints received by us regarding questionable accounting, internal accounting controls or auditing matters; (ii) the confidential, anonymous submission by our employees of concerns regarding questionable accounting, internal accounting controls or auditing matters; and (iii) the prohibition of harassment, discrimination or retaliation arising from submitting concerns regarding questionable accounting, internal accounting controls or auditing matters or participating in an investigation regarding questionable accounting, internal accounting controls or auditing matters. In fiscal 2012, our Board and our Audit Committee approved an amended policy to include matters regarding violations of federal or state securities laws, or the commission of bribery. This policy, called "Reporting Legal Non-Compliance," was created in accordance with applicable SEC rules and NASDAQ listing requirements. A copy of this policy is available at ~~the About Us/Investor Relations section under Mission Statement/Corporate Governance on~~ ~~www.microchip.com~~.https://www.microchip.com/en-us/about/investors/investor-information/mission-statement.

Compensation Committee

Our Compensation Committee has oversight responsibility for the compensation and benefit programs for our executive officers and other employees, and for administering our equity incentive and employee stock purchase plans adopted by our ~~Board of Directors.~~Board. The responsibilities of our Compensation Committee are further described in the committee charter which was amended and restated as of ~~May 15, 2015.~~February 26, 2021. The committee charter is available at https://www.microchip.com/en-us/about/investors/investor-information/mission-statement.

In May 2023, the ~~About Us/Investor Relations section under Mission Statement/Corporate Governance on~~ ~~www.microchip.com~~.

~~The~~ Board ~~of Directors has~~ determined that all members of our Compensation Committee are independent directors as defined by applicable SEC rules, NASDAQ listing standards and other requirements. For more information on our Compensation Committee, please refer to the "Executive Compensation - Compensation Discussion and Analysis" at page ~~28.~~36.

Nominating, Governance, and ~~Governance~~Sustainability Committee

Our Nominating, Governance, and ~~Governance~~Sustainability Committee has the responsibility to help ensure that our Board is properly constituted to meet its fiduciary obligations to our stockholders and Microchip and that we have and follow appropriate governance standards. In so doing, the Nominating, Governance, and ~~Governance~~Sustainability Committee identifies and recommends director candidates, develops and recommends governance principles, and recommends director nominees to serve on committees of the ~~Board of Directors.~~Board. The responsibilities of our Nominating, Governance, and ~~Governance~~Sustainability Committee are further described in the committee charter, as amended ~~and restated~~ as of ~~May 19, 2014,~~June 23, 2023, which is available at https://www.microchip.com/en-us/about/investors/investor-information/mission-statement.

Our Nominating, Governance, and Sustainability Committee also oversees our policies and practices relating to ESG and other public policy matters relevant to Microchip.In this regard, the ~~About Us/Investor Relations section under Mission Statement/Corporate Governance~~committee reviews and reports to the Board, and discusses with management, on ~~www.microchip.com. The~~a periodic basis, matters of corporate responsibility and sustainability performance, including potential long and short-term trends and impacts to our business of environmental, social, human capital, diversity and inclusion, and governance issues, including our public reporting on these topics.

In May 2023, the Board ~~of Directors has~~ determined that all members of the Nominating, Governance, and ~~Governance~~Sustainability Committee are independent directors as defined by applicable SEC rules and NASDAQ listing standards.

When considering a candidate for a director position, the Nominating, Governance, and ~~Governance~~Sustainability Committee looks for demonstrated character, judgment, relevant business, functional and industry experience, and a high degree of skill. The Nominating, Governance, and ~~Governance~~Sustainability Committee believes it is important that the members of the Board ~~of Directors~~ represent diverse viewpoints. Accordingly, the Nominating, Governance, and ~~Governance~~Sustainability Committee considers issues of diversity in identifying and evaluating director nominees, including differences in education, professional experience, viewpoints, technical skills, individual expertise, ethnicity and gender. The Nominating, Governance, and ~~Governance~~Sustainability Committee evaluates director nominees recommended by a stockholder in the same manner as it would any other nominee. The Nominating, Governance, and ~~Governance~~Sustainability Committee will consider nominees recommended by stockholders provided such recommendations are made in accordance with procedures described in this proxy statement under "Requirements, Including Deadlines, for Receipt of Stockholder Proposals for the ~~2018~~2024 Annual Meeting of Stockholders; Discretionary Authority to Vote

Table of Contents

on Stockholder Proposals" at page ~~54.~~67. We dohave not ~~pay~~paid any third party to identify or assist in identifying or evaluating potential nominees for director.

Attendance at the Annual Meeting of Stockholders

All directors are encouraged, but not required, to attend our annual meeting of stockholders. All directors attended our ~~fiscal 2016 annual meeting~~2022 Annual Meeting of ~~stockholders~~Stockholders on August ~~15, 2016.~~23, 2022.

REPORT OF THE AUDIT COMMITTEE ^(*)

Our Board ~~of Directors~~ has adopted a written charter setting out the purposes and responsibilities of the Audit Committee. The Board ~~of Directors~~ and the Audit Committee review and assess the adequacy of the charter on an annual basis. A copy of the Audit Committee Charter is available at ~~the About Us/Investor Relations section under Mission Statement/Corporate Governance on~~ ~~www.microchip.com~~.https://www.microchip.com/en-us/about/investors/investor-information/mission-statement.

Each of the directors who serves on the Audit Committee meets the independence and experience requirements of the SEC rules and NASDAQ listing standards. This means that the Microchip Board ~~of Directors~~ has determined that no member of the Audit Committee has a relationship with Microchip that may interfere with such member's independence from Microchip and its management, and that all members have the required knowledge and experience to perform their duties as committee members.

We have received from Ernst & Young LLP the written disclosure and the letter required by Rule 3526 of the Public Company Accounting Oversight Board ("PCAOB") (Communication with Audit Committees Concerning Independence) and have discussed with Ernst & Young LLP their independence from Microchip. We also discussed with Ernst & Young LLP all matters required to be discussed by ~~Public Company Accounting Oversight Board (PCAOB) standards.~~PCAOB standards and the applicable requirements of the SEC. We have considered whether and determined that the provision of the non-audit services rendered to us by Ernst & Young LLP during fiscal ~~2017~~2023 was compatible with maintaining the independence of Ernst & Young LLP.

We have reviewed and discussed with management the audited annual financial statements included in Microchip's Annual Report on Form 10-K for the fiscal year ended March 31, ~~2017~~2023 and filed with the SEC, as well as the unaudited financial statements filed with Microchip's quarterly reports on Form 10-Q. We also met with both management and Ernst & Young LLP to discuss those financial statements.

Based on these reviews and discussions, we recommended to the Board ~~of Directors~~ that Microchip's audited financial statements be included in Microchip's Annual Report on Form 10-K for the fiscal year ended March 31, ~~2017~~2023 for filing with the SEC.

By the Audit Committee of the ~~Board of Directors:~~Board:

Matthew W. Chapman ~~(Chairman)~~(Chair)

~~Esther L.~~Karlton D. Johnson

~~Wade F. Meyercord~~Karen M. Rapp

________________________

^(*)The Report of the Audit Committee is not "soliciting" material and is not deemed "filed" with the SEC, and is not incorporated by reference into any filings of Microchip under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this proxy statement and irrespective of any general incorporation language contained in such filings.

Table of Contents

Director Compensation

Procedures Regarding Director Compensation

The Board ~~of Directors~~ sets non-employee director compensation. Microchip does not pay employee directors for services provided as a member of the Board of Directors. Our program of cash and equity compensation for non-employee directors is designed to achieve the following goals: compensation should fairly pay directors for work required for a company of Microchip's size and scope; compensation should align directors' interests with the long-term interests of stockholders; compensation should be competitive so as to attract and retain qualified non-employee directors; and the structure of the compensation should be simple, transparent and easy for stockholders to understand. Non-employee director compensation is typically reviewed once per year to assess whether any adjustment is needed to further such goals. The Board ~~of Directors~~ has not used outside consultants in setting non-employee director compensation.

Director Fees

~~Effective November 14, 2016,~~

During fiscal 2023, non-employee directors ~~receive~~received an annual retainer of ~~$71,500,~~$83,000, paid in quarterly installments, and $3,000 for each meeting attended in ~~person.~~person (or via video conference). Directors do not receive any additional compensation for telephonic meetings of the Board, ~~of Directors,~~ for meetings of committees of the Board, or for serving as a committee chair. Effective April 1, 2023, the annual retainer was increased to $100,000, and directors will no longer receive any additional fees for attendance at each meeting.

Equity Compensation

~~Under~~

During fiscal 2023, under the terms of our 2004 Equity Incentive Plan, on the date of our annual meeting of stockholders, each non-employee director is automatically ~~granted:~~

~~upon the date that the individual is first appointed or elected to the Board of Directors as a non-employee director,~~granted that number of ~~restricted stock units ("RSUs")~~RSUs equal to ~~$160,000 (based on~~$190,000 divided by the fair market value of a share of our common stock on the grant ~~date)~~date, which RSUs shall vest in ~~equal 25%~~full on the earlier of (i) one day prior to the next annual ~~installments on each~~meeting of stockholders, or (ii) one year from the date of grant. When a non-employee director is first appointed to the Board, the number of RSUs to be granted to such new director shall be pro-rated to reflect the portion of the ~~four anniversaries~~year that the new director served on the Board. On April 6, 2023, the value of the ~~tenth business day of the second month of our fiscal quarter in which~~RSU award for non-employee directors was increased to $200,000 and will be effective for the grant ~~is made; and~~

~~upon~~to be made on the date of our annual meeting, provided that the individual has served as a non-employee director for at least three months on that date and has been elected by the stockholders to serve as a member of the Board of Directors at that annual meeting, that number of RSUs equal to $84,000 (based on the fair market value of our common stock on the grant date) which shall vest in equal 50% annual installments on each of the two anniversaries of the tenth day of the second month of our fiscal quarter in which the grant is made.2023 Annual Meeting.

In addition, upon the date of our 2015 annual meeting, each individual who had served as a non-employee director for at least five years on that date and was elected by the stockholders to serve as a member of the Board of Directors at that annual meeting (i.e., Messrs. Chapman, Day and Meyercord) was granted that number of RSUs equal to $100,000 (based on the fair market value of our common stock on the grant date) which shall vest in equal 25% annual installments on each of the four anniversaries of the tenth day of the second month of our fiscal quarter in which the grant was made.

All vesting of the above grants is contingent upon the non-employee director maintaining his or her continued status as a non-employee director through the applicable vesting date.

In accordance with the foregoing, on August ~~15, 2016,~~23, 2022, each of Mr. Chapman, ~~Mr. Day,~~ Ms. Johnson, Mr. Johnson, Mr. Meyercord and Ms. Rapp were granted 2,748 RSUs, and Mr. ~~Meyercord was granted 1,372 RSUs.~~Rango received an initial grant of 1,747 RSUs when he joined the Board on January 3, 2023.

The following table details the total compensation for Microchip's non-employee directors for fiscal ~~2017:~~2023:

DIRECTOR COMPENSATION


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($) (1)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total ($)
Steve Sanghi (2)	—	—	—	—	—	—
Ganesh Moorthy (2)	—	—	—	—	—	—
Matthew W. Chapman	95,000	186,672	—	—	—	281,672
Esther L. Johnson	95,000	186,672	—	—	—	281,672
Karlton D. Johnson	95,000	186,672	—	—	—	281,672
Wade F. Meyercord	95,000	186,672	—	—	—	281,672
Robert A. Rango (3)	23,750	118,254	—	—	—	142,004
Karen M. Rapp	95,000	186,672	—	—	—	281,672

(1)The award of 2,748 RSUs to each of the non-employee directors on August 23, 2022 (other than Mr. Rango) had a fair value on the grant date of $67.93 per share and a market value on the grant date of $69.12 per share with an aggregate market value of each award of approximately $190,000.

Table of Contents

Name
Fees
Earned or Paid
in Cash
Stock
Awards⁽¹⁾
Option
Awards
Non-Equity Incentive Plan Compensation All Other Compensation Total
Steve Sanghi ⁽²⁾
$ —
$ —
$ —
$ —
$ —
$ —
Matthew W. Chapman 80,250
80,131
—
—
—
160,381
L.B. Day 80,250
80,131
—
—
—
160,381
Esther L. Johnson 80,250
80,131
—
—
—
160,381
Wade F. Meyercord 80,250
80,131
—
—
—
160,381
(2)Mr. Sanghi and Mr. Moorthy are executive officers of Microchip and do not receive any additional compensation for their service on our Board.

(3)The initial award of 1,747 RSUs to Mr. Rango on January 3, 2023 was prorated and had a fair value on the grant date of $67.69 per share, and a market value on the grant date of $69.10 per share, with an aggregate market value of approximately $120,000.


⁽¹⁾	The stock award of 1,372 RSUs to each of the directors on August 15, 2016 had a fair value on the grant date of $58.40 per share and a market value on the grant date of $61.21 per share with an aggregate market value of each award of approximately $84,000.


⁽²⁾	~~Mr. Sanghi, our Chief Executive Officer and Chairman of the Board, does not receive any additional compensation for his service as a member of the Board of Directors.~~

Compensation Committee Interlocks and Insider Participation

The Compensation Committee is currently comprised of Mr. Meyercord (Chair), Ms. Johnson, Mr. Johnson and Mr. ~~Day.~~Rango. Each such person is an independent director. ~~Neither~~None of Mr. ~~Day nor~~Meyercord, Ms. Johnson, Mr. ~~Meyercord~~Johnson and Mr. Rango had any related-party transaction with Microchip during fiscal ~~2017~~2023 other than compensation for service as a director. In addition, ~~neither~~none of such directors has a relationship that would constitute a compensation committee interlock under applicable SEC rules. During fiscal ~~2017,~~2023, no Microchip executive officer served on the compensation committee (or equivalent) or the board of directors of another entity whose executive officer(s) served either on Microchip's Compensation Committee or ~~Board of Directors.~~Board.

CERTAIN TRANSACTIONS

During fiscal ~~2017,~~2023, Microchip had no related-party transactions within the meaning of applicable SEC rules.

Pursuant to its charter, the Audit Committee reviews issues involving potential conflicts of interest and reviews and approves all related-party transactions as contemplated by NASDAQ and SEC rules and regulations. The Audit Committee may consult with the Board ~~of Directors~~ regarding certain conflict of interest matters that do not involve a member of the Board.

~~SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~15

~~Section 16(a) and related rules under the Securities Exchange Act~~

Table of 1934 require our directors, executive officers and stockholders holding more than 10% of our common stock to file reports of holdings and transactions in Microchip stock with the SEC and to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms received by us during fiscal 2017, and written representations from our directors and executive officers that no other reports were required, we believe that all Section 16(a) filing requirements applicable to our directors, executive officers and stockholders holding more than 10% of our common stock were met for fiscal 2017 except that Mr. Sanghi filed one late Form 4 in November 2016 with respect to one transaction; Mr. Moorthy filed one late Form 4 in October 2016 with respect to one transaction, and Mr. Meyercord filed one late Form 4 in August 2016 with respect to one transaction.Contents

PROPOSAL ONE

ELECTION OF DIRECTORS

The Board currently consists of ~~five~~eight directors: ~~Steve Sanghi,~~ Matthew W. Chapman, ~~L.B. Day,~~ Esther L. Johnson, ~~and~~Karlton D. Johnson, Wade F. ~~Meyercord.~~ Meyercord, Ganesh Moorthy, Robert A. Rango, Karen M. Rapp and Steve Sanghi. Each of the current directors, other than Ms. Johnson, have been nominated for re-election to the Board at the annual meeting and each of the nominated directors has agreed to continue serving if re-elected. The Board plans to reduce the number of authorized directors from eight to seven immediately following the 2023 annual meeting. Ms. Johnson retired from the Board effective as of the date of the 2023 annual meeting. We would like to take this opportunity to thank Ms. Johnson for her years of service on our Board and for her many contributions to Microchip and its shareholders.

Unless proxy cards are otherwise marked, the persons named in the proxy card will vote such proxy for the election of the nominees named below. ~~Each of the nominees is currently serving as a director and has agreed to continue serving if re-elected.~~ If any of the nominees becomes unable or declines to serve as a director at the time of the annual meeting, the persons named in the proxy card will vote such proxy for any nominee designated by the current Board ~~of Directors~~ to fill the vacancy. We do not expect that any of the nominees will be unable or will decline to serve as a director.

The Board and the Nominating, Governance, and Sustainability Committee have carefully considered the experience, structure, culture, diversity, operation, interactions, collaboration and performance of the current Board; the talents, expertise and contributions of individual directors; the growth and creation of stockholder value under the Board's leadership; the continued evolution of Microchip; the Board's role in continuing to develop and lead the strategic direction of Microchip; the continued change and consolidation in the semiconductor industry; anticipated future challenges and opportunities facing Microchip; and the Board's ongoing commitment to ensuring the long-term sustainability of Microchip to the benefit of its stockholders.

Our Board ~~of Directors~~ has determined that each of the following nominees for director is an independent director as defined by applicable SEC rules and NASDAQ listing standards: Mr. Chapman, Mr. ~~Day,~~Johnson, Mr. Meyercord, Mr. Rango and Ms. ~~Johnson and Mr. Meyercord.~~Rapp.

The term of office of each person who is elected as a director at the annual meeting will continue until the ~~2018~~2024 annual meeting of stockholders and until a successor has been elected and qualified.

Vote Required; Board Recommendation

A nominee for director in an uncontested election shall be elected to the Board ~~of Directors~~ if the votes cast for such nominee's election exceed the votes cast against such nominee's election (with votes cast excluding abstentions, withheld ~~notes~~votes or broker ~~non-votes)~~"non-votes").

The Board and the Nominating, Governance, and Sustainability Committee believe that fostering continuity on the Board by nominating seven of ~~Directors~~our current directors for re-appointment is instrumental to the ongoing execution of our mission and strategy, as well as to the delivery of sustainable long-term value to our stockholders.

Our Board desires a mix of background and experience among its members. Our Board does not follow any ratio or formula to determine the appropriate mix. Rather, it uses its judgment to identify nominees whose backgrounds, attributes and experiences, taken as a whole, will contribute to the high standards of board service at Microchip. Our Board actively seeks women and minority candidates for the pool from which Board candidates are chosen. Maintaining a balance of tenure among the directors is also part of the Board's consideration. The effectiveness of the Board's approach to Board composition decisions is evidenced by the directors' participation in the insightful and robust, yet respectful, deliberation that occurs at Board and Board committee meetings, and in shaping the agendas for those meetings.

Our Board and our executive management are committed to fostering an environment where a diversity of perspectives is heard and considered. Each of our Board members brings their own experience and perspectives to our Board discussions. In addition to gender and demographic diversity, we also recognize the value of other diverse attributes that directors may bring to our Board, including veterans of the U.S. military. We are proud to report that one of our current directors is a military veteran.

Table of Contents

Board Diversity Matrix (As of June 30, 2023)*


Board Diversity
	Female	Male
Gender Identity
Directors	2	6
Demographic Background
African American or Black	—	1
Asian	—	2
White	2	3
Directors who are Military Veterans	—	1
Total Number of Directors	8

* To see our Board Diversity Matrix as of June 30, 2022, please see our proxy statement filed with the SEC on July 14, 2022.

Based on these considerations, among others, the Board unanimously recommends that stockholders vote ~~FOR~~"FOR" the nominees listed below.

~~Information on Nominees for Director (as of June 30, 2017)~~



~~Name~~		~~Age~~	~~Position(s) Held~~
Steve Sanghi	61	transitioned to Executive Chair of our Board in March 2021. He served as Chief Executive Officer from October 1991 to March 2021 and ~~Chairman~~as Chair of the Board
~~Matthew W. Chapman~~	66	~~Director~~
~~L.B. Day~~	72	~~Director~~
~~Esther L. Johnson~~	65	~~Director~~
~~Wade F. Meyercord~~	76	~~Director~~ since October 1993. He served as President from August 1990 to February 2016 and has served as a director since August 1990. Mr. Sanghi holds an M.S. degree in Electrical and Computer Engineering from the University of Massachusetts and a B.S. degree in Electronics and Communication from Punjab University. Mr. Sanghi was elected to the Board of Directors of Impinj, Inc. in March 2021 and was appointed as Board Chair in June 2022. Impinj, Inc. is a publicly traded company which offers a platform that wirelessly connects individual items and delivers data about the connected items to business and consumer applications. Mr. Sanghi served on the board of Mellanox Technologies Ltd., a publicly traded supplier of end-to-end Ethernet and InfiniBand intelligent interconnect solutions and services for servers, storage, and hyper-converged infrastructure, from February 2018 through April 2020. Mr. Sanghi has previously served on the boards of other publicly traded technology companies over the years. Mr. Sanghi is 67 years old as of June 30, 2023.

~~Steve Sanghi~~ ~~has served as Chief Executive Officer since October 1991, and Chairman~~

Table of ~~the Board since October 1993.~~He served as President from August 1990 to February 2016 and has served as a director since August 1990. From May 2004 through March 2014, when Xyratex Ltd. was acquired by Seagate Technology plc., he was a member of the Board of Directors of Xyratex Ltd., a publicly held U.K. company that specializes in storage and network technology. From May 2007 until April 2016, Mr. Sanghi served as a director of FIRST Organization, a not-for-profit public charity founded in 1989 to develop young people's interest in science and technology. From October 2013 through July 2014 when Hittite Microwave Corporation, a publicly held semiconductor company, was acquired, Mr. Sanghi was a member of the Board of Directors of Hittite Microwave Corporation. In November 2016, Mr. Sanghi joined the Board of Directors of Myomo, Inc., a commercial stage medical robotics company that offers expanded mobility for those suffering from neurological disorders and upper-limb paralysis.Contents

The Board ~~of Directors~~ concluded that Mr. Sanghi should be nominated to serve as a director since he ~~has~~previously served as ~~CEO~~Chief Executive Officer of Microchip for over 2530 years and has provided very strong leadership to Microchip over this period. The Board ~~of Directors~~ believes that Mr. Sanghi's management skills and technology and industry experience have been instrumental to Microchip's extraordinary growth and profitability over the past 2530 years and to the strong position Microchip has attained in its key markets. The Board believes that these skills make him well-suited to serve as the Chair of Microchip’s Board.


						Ganesh Moorthy was appointed as President and Chief Executive Officer in March 2021 and to the Board of Directors in January 2021. Mr. Moorthy served as President and Chief Operating Officer since February 2016, and Chief Operating Officer since June 2009. He also served as Executive Vice President from October 2006 to August 2012 and as a Vice President in various roles since he joined Microchip in 2001. Prior to this time, he served in various executive capacities with other semiconductor companies. Mr. Moorthy holds an M.B.A. in Marketing from National University, a B.S. degree in Electrical Engineering from the University of Washington and a B.S. degree in Physics from the University of Mumbai, India. Mr. Moorthy was elected to the Board of Directors of Rogers Corporation in July 2013 and serves on the Audit Committee and as the Nominating, Governance, and Sustainability Committee Chairperson of the Board of Directors of Rogers Corporation. He also represents Microchip on the Board of Directors of the Semiconductor Industry Association and the Global Semiconductor Association. Mr. Moorthy is 63 years old as of June 30, 2023.

The Board concluded that Mr. Moorthy should be nominated to serve as a director since he has served in leadership positions with Microchip for over 20 years and has provided very strong leadership to Microchip over this period. The Board believes that Mr. Moorthy's management skills and technology and industry experience have been instrumental to Microchip's extraordinary growth and profitability for many years and to the strong position Microchip has attained in its key markets.

~~Matthew W. Chapman~~ has served as a director of Microchip since May 1997. Since December 2006, he has served as Chief Executive Officer of Northwest Evaluation Association, a not-for-profit education services organization providing computer adaptive testing for millions of students throughout the United States and in 140 other countries. In his career, Mr. Chapman has served as CEO and Chairman of Concentrex Incorporated, a publicly held company specializing in supplying software solutions and service to U.S. financial institutions. Mr. Chapman also serves on the Board of Directors of the Oregon Business Association and Knowledge Alliance, and on the Board of Regents of the University of Portland.


						Matthew W. Chapman has served as a director of Microchip since May 1997. After serving for over 11 years, Mr. Chapman retired in February 2018 from his position as Chief Executive Officer of Northwest Evaluation Association, a not-for-profit education services organization providing computer adaptive testing for millions of students throughout the United States and in 140 other countries. In his career, Mr. Chapman has served as CEO and Chairman of Concentrex Incorporated, a publicly held company specializing in supplying software solutions and service to U.S. financial institutions. He holds a J.D. degree from the University of Oregon School of Law, and a B.S. degree in Economics from the University of Portland. Mr. Chapman is 72 years old as of June 30, 2023.

The Board ~~of Directors~~ concluded that Mr. Chapman should be nominated to serve as a director due to his significant ~~CEO level~~CEO-level experience at several corporations. The Board ~~of Directors~~ also recognizes Mr. Chapman's experience in financial matters, management and ~~that his~~public company governance. This background establishes him as an audit committee financial expert under applicable rules and makes him ~~well suited~~well-suited to serve ~~on the Board of Directors’ nominating and governance committee.~~

~~L.B. Day~~ ~~has served~~ as a director of Microchip since December 1994. Mr. Day serves as President of L.B. Day & Company, Inc., a consulting firm whose parent company he co-founded in 1977, which provides strategic planning, strategic marketing and organization design services to the eliteChair of the ~~technology world. He has written on strategic planning and is involved with competitive factor assessment in~~Audit Committee of the semiconductor and other technology market segments, geared to helping client organizations incorporate competitive factor assessment findings into their strategic plans. He has served as a board member or as an advisor to many public and private boards.Board.


						Karlton D. Johnson has served as a director of Microchip since April 2021. He is currently the Chief Executive Officer of DeLaine Strategy Group LLC, a strategic advisory practice providing counsel to C-suite leaders in the public, private, non-profit and government sectors. A decorated combat veteran, Mr. Johnson previously served as the Chief Information Officer (CIO) for the Multinational Security Transition Command-Iraq, and in his final posting, served with distinction as the Senior U.S. military executive/CIO and lead cyberspace expert adviser to the 4-star Commander at United States Forces-Korea, Seoul, Republic of Korea. In 2014, Mr. Johnson retired from U.S.A.F. Active Duty as a Colonel after 26 years of honorable service, and he has held senior leadership roles within the Fortune 500 marketplace. Additionally, he serves in senior leadership positions on other private boards, and he holds several Master’s Degrees and executive Graduate Certifications from various institutions to include George Washington University, National Defense University, West Virginia University, ISACA and the U.S. government. Mr. Johnson is 57 years old as of June 30, 2023.

The Board ~~of Directors~~ concluded that Mr. ~~Day~~Johnson should be nominated to serve as a director due to his ~~significant experience~~visionary leadership and subject matter expertise in ~~corporate management~~strategic leadership and ~~strategic matters. In particular, through his consulting practice, Mr. Day has been a key strategic advisor to a number of large public corporations.~~risk, partnership creation, organizational excellence, mission assurance, aerospace and defense industries, cybersecurity and enterprise communications technologies. The Board ~~of Directors also recognizes Mr. Day's experience in financial matters. The Board of Directors~~ believes that Mr. ~~Day's~~Johnson's background makes him ~~well suited~~well-suited to serve on the ~~Board~~Board's Audit Committee and the Compensation Committee.

Table of ~~Directors' nominating and governance committee and compensation committee.~~Contents

~~Esther L. Johnson~~ has served as a director of Microchip since October 2013. From April 2007 until her April 2012 retirement, Ms. Johnson served as the Vice President and General Manager of Carrier Electronics, a provider of high technology heating, air-conditioning and refrigeration solutions, and a part of United Technology Corporation, a publicly held company that provides high technology products and services to the aerospace and building systems industries. Prior to her position as Vice President and General Manager, since 1983, Ms. Johnson held a variety of other management positions with Carrier Electronics, including Director of Operations and Global Supply Chain Manager. Ms. Johnson was instrumental in Carrier being recognized by Industry Week as one of the "Top 10 Factories in North America." She has served as a board member on multiple private company boards.


						Wade F. Meyercord has served as a director of Microchip since June 1999, and as Lead Independent Director since June 2023. Since October 2002, he has served as President of Meyercord & Associates, Inc., a privately held management consulting firm specializing in executive compensation matters and stock plan consulting for technology companies, a position he previously held part time beginning in 1987. Mr. Meyercord served as a member of the Board of Directors of Endwave Corporation, a publicly held company, from March 2004 until it was acquired in 2011. Mr. Meyercord served as a member of the Board of Directors of California Micro Devices Corporation, a publicly held company, from January 1993 to October 2009, and Magma Design Automation, Inc., a publicly held company, from January 2004 to June 2005. He holds an M.B.A. degree in Engineering Administration from Syracuse University, and a B.S. degree in Mechanical Engineering from Purdue University. Mr. Meyercord is 82 years old as of June 30, 2023.

The Board of Directors concluded that Ms. Johnson should be nominated to serve as a director due to her significant executive level experience in the technology industry. The Board of Directors also recognizes the knowledge and experience Ms. Johnson has gained through her service on the boards of various private companies. The Board of Directors also recognizes Ms. Johnson's experience in financial matters. The Board of Directors believes that Ms. Johnson's background makes her well suited to serve on the Board of Directors' audit committee and nominating and governance committee.

~~Wade F. Meyercord~~ has served as a director of Microchip since June 1999. Since October 2002, he has served as President of Meyercord & Associates, Inc., a privately held management consulting firm specializing in executive compensation matters and stock plan consulting for technology companies, a position he previously held part time beginning in 1987. Mr. Meyercord served as a member of the Board of Directors of Endwave Corporation, a publicly held company, from March 2004 until it was acquired in 2011. Mr. Meyercord served as a member of the Board of Directors of California Micro Devices Corporation, a publicly held company, from January 1993 to October 2009 and Magma Design Automation, Inc., a publicly held company, from January 2004 to June 2005.

~~The Board of Directors~~ concluded that Mr. Meyercord should be nominated to serve as a director due to his significant experience as a senior executive and board member of a number of companies in the technology industry. Mr. Meyercord gained further industry experience through his consulting practice. The Board ~~of Directors~~ believes that Mr. Meyercord's background makes him ~~well suited~~well-suited to serve on the ~~Board~~Board's Nominating, Governance, and Sustainability Committee and as Chair of ~~Directors' nominating and governance committee and compensation committee.~~ the Compensation Committee.


						Robert A. Rango has served as a director of Microchip since January 2023. From 2016 to 2022, Mr. Rango served as President and CEO of Enevate Corp., a privately held corporation that develops fast-charging and high-density battery technology for the electric vehicle market. Mr. Rango is currently a member of the Board of Directors of two other publicly traded companies: KLA Corporation and Keysight Technologies, Inc., and he was previously on the Board of Directors of Integrated Device Technologies, Inc. Prior to joining Enevate, Mr. Rango was Executive Vice President of Broadcom Corp.’s Mobile and Wireless Group, and held executive positions with AT&T Microelectronics, Lucent Technologies and Agere Systems. He holds an M.E. degree in Electrical Engineering from Cornell University and a B.E. degree in Electrical Engineering from State University of New York at Stony Brook. Mr. Rango is 65 years old as of June 30, 2023.

The Board ~~of Directors~~concluded that Mr. Rango should be nominated to serve as a director due to his significant executive-level experience in the technology industry. The Board also recognizes the knowledge and experience Mr. Rango has gained through his service on the boards of various public companies. The Board believes that Mr. Rango’s management skills and technology and industry experience make him well-suited to serve on the Board’s Compensation Committee.


						Karen M. Rapp has served as a director of Microchip since January 2021. From 2017 through January 2023, she served as Chief Financial Officer of National Instruments Corporation ("NI"), a publicly traded company specializing in automated test and measurement systems. From January 2023 through May 2023, Ms. Rapp served as Strategic Advisor to the CEO of NI. Ms. Rapp served as Senior Vice President of Corporate Development of NXP Semiconductors N.V. ("NXP"), a Dutch global semiconductor manufacturer, after NXP acquired Freescale Semiconductor in December 2015. Ms. Rapp previously served in several positions at Freescale, including serving as Vice President and Chief Information Officer from April 2013 to December 2015 and as Director of Operations and Finance, Global Sales and Marketing from April 2010 to April 2013. Ms. Rapp holds a bachelor’s degree in Finance from Northern Illinois University, and an M.B.A. from the University of Texas at Austin. Ms. Rapp has served as a member of the Board of Directors and as a member of the Audit Committee and Compensation Committee at Plexus Corp. since March 2018. Ms. Rapp is 55 years old as of June 30, 2023.

The Board concluded that Ms. Rapp should be nominated to serve as a director due to her significant experience as a senior executive and board member of a number of companies in the technology industry. The Board believes that Ms. Rapp's background makes her well-suited to serve on the Board's Audit Committee and Chair of the Nominating, Governance, and Sustainability Committee. The Board also recognizes her experience in financial matters and that ~~his~~her background establishes ~~him~~her as an audit committee financial expert under applicable rules.

Table of Contents

PROPOSAL TWO

APPROVAL OF AMENDED AND RESTATED ~~2004 EQUITY INCENTIVE~~2001 EMPLOYEE STOCK PURCHASE PLAN

At the annual meeting, stockholders are being asked to approve our 2001 Employee Stock Purchase Plan ("ESPP") as amended and restated to extend the term of the plan for an additional ten years through August 31, 2034. No other material changes are being made to the ESPP. We are making this change to allow us to continue to use the ESPP to assist us in recruiting, retaining and motivating qualified personnel who help us achieve our business goals, including creating long-term value for stockholders.

Our ~~2004 Equity Incentive Plan (the "Plan"~~ESPP is intended to offer an important incentive by allowing employees to purchase shares of our common stock. Employees are allowed to purchase our common stock under the ESPP at a price equal to 85% of the lower of the fair market value on either the opening or closing date of the respective offering period.

As of May 23, 2023, a total of approximately 8,569,384 shares are available for sale under the ESPP plus an automatic increase each January 1 during the term of the ESPP equal to the lesser of (i) 3,000,000 shares, (ii) one-half of one percent (0.5%) ~~was initially~~of the then outstanding shares of our common stock, or (iii) such lesser amount as approved by our stockholders in August 2004. The Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards (which may be granted in the form of restricted stock or restricted stock units ("Restricted Stock Units" or "RSUs")), performance shares, performance units, and deferred stock units to our employees and consultants as well as for automatic grants of RSUs to the non-employee members of our Board of Directors.

Our Board of Directors is asking our stockholders to approve amending and restating the Plan to (i) increase the number of shares of common stock authorized for issuance thereunder by 6,000,000, and (ii) make certain other changes, including (x) providing that the gross shares pursuant to stock appreciation rights granted under the Plan (i.e., the shares actually issued pursuant to a stock appreciation right as well as the shares that represent payment

Without stockholder approval of the exercise price and any applicable tax withholdings) will not be available for future grant or sale under the Plan; (y) adding a requirement that no award that vests on the basis of an individual’s continuous service with us will vest earlier than one year following the date of grant, except with respect to 5% of the maximum number of shares issuable under the Plan; and (z) clarifying that there will be no right for a participant to receive dividends until the shares subject to stock appreciation rights are issued and there will be no right for a participant to receive dividends until the restrictions on shares of restricted stock lapse. We are also asking our stockholders to re-approve the material terms of the Plan so thatESPP, we can (i) continue to have the ability to grant equity awards that constitute "performance-based compensation" for purposes of Internal Revenue Code Section 162(m) ("Section 162(m)"), and (ii) grant certain French-qualified RSUs. Our Board of Directors believes that in order for us to remain competitive amidst the changing equity compensation landscape, we must be able to continue to use equity compensation arrangements to help us achieve our goal of attracting, retaining and motivating our personnel. We believe ~~that, as amended and restated, the Plan will be an essential element of our competitive compensation package.~~

~~Reasons for Voting for this Proposal~~

~~Long-Term Equity is a Key Component of our Compensation Strategy~~.

Our compensation strategy is to compensate our personnel in a manner that retains the highly talented employees necessary to manage and staff our business in an innovative and competitive industry. Our employees are our most valuable asset and we strive to provide them with compensation packages that are competitive, reward personal and company performance, and help meet our retention needs. We believe that equity awards, the value of which depends on our stock performance and which require continued service over time before any value can be realized, help achieve these objectives and are a key element to achieving our compensation goals. Equity awards also reinforce employees' incentives to manage our business as owners, aligning employees' interests with those of our stockholders. We believe we must continue to use equity compensation on a broad basis to help attract, retain, and motivate employees to continue to grow our business. As of March 31, 2017, there were approximately 7,240 employees (including executive officers), consultants, and non-employee directors who held outstanding equity awards granted under the Plan. We believe that executive officers and key employees should hold a long-term equity stake in Microchip to align their collective interests with the interests of our stockholders.

~~Requested Share Reserve Increase is Reasonable and Required to Meet our Forecasted Needs~~.

When we most recently increased the number of shares of common stock authorized for issuance under the Plan in 2012, we believed the shares of our common stock reserved for issuance under the Plan would be sufficient to enable us to grant equity awards until 2017. This estimate was based on forecasts that took into account our anticipated rate in growth in hiring, an estimated range of our stock price over time, and our anticipated burn rates.

Our Board of Directors believes it is necessary to reserve additional shares of our common stock under the Plan to meet our anticipated equity compensation needs for the next several years. When determining the increase in the number of shares of common stock reserved for issuance under the Plan, our Board considered that we must be able to continue to use equity compensation arrangements to help us achieve our goal of attracting, retaining and motivating our personnel. Our Board also considering the following:

As of March 31, 2017, the number of shares of common stock that remained available for issuance under the Plan was 7,274,275, and we had 229,397,877 shares of common stock outstanding. As of such date, the outstanding equity awards under the Plan covered a total of 6,031,346 shares of our common stock, which consisted of (i) 5,981,292 shares subject to outstanding RSUs which were subject to vesting restrictions and (ii) 50,054 shares subject to outstanding options.

In fiscal 2017, fiscal 2016 and fiscal 2015, our usage of shares of our common stock for our stock plans as a percentage of our outstanding stock (i.e., our “burn rate”) was 0.61%, 1.09% and 0.60%, respectively. Our burn rate was calculated by dividing the number of shares subject to awards granted during the fiscal year by the weighted average number of shares outstanding during the fiscal year. Our average annual burn rate over this three-year period was 0.77%.

Our Board of Directors anticipates that the proposed share increase to the Plan will be sufficient for us to continue granting equity awards under the Plan through at least 2022 based on our average burn rate over the past three fiscal years. We are unable to predict our actual burn rate which will depend on a number of factors including the competitive dynamics for attracting, retaining and motivating our current and future employees, our future stock price, the impact of any future acquisitions we may make, any changes in tax laws, any changes in accounting rules related to share-based compensation and other factors. In particular, our Board considered that upon the closing of an acquisition (such as our acquisition of Atmel), we have typically assumed certain outstanding stock awards under the equity plans of the target company and such awards do not reduce the share reserve under Microchip's Plan. However, future equity awards to employees who join Microchip as a result of an acquisition will be made under the Plan and will reduce the share reserve under the Plan.

Our Board of Directors approved the amended and restated Plan on May 16, 2017. If stockholders approve this proposal, the amended and restated Plan will become effective as of the date of stockholder approval. If stockholders do not approve this proposal, our ability to attract and retain the individuals necessary to ~~drive our performance and~~ increase long-term stockholder value will be ~~limited,~~limited. We believe that the approval of the ESPP is important to our continued success.

The Board of Directors has approved the ESPP as amended, subject to the ~~Plan will continue to be administered~~approval of our stockholders at the annual meeting.

Description of the ESPP

The following paragraphs provide a summary of the principal features of the ESPP and its operation. However, this summary is not a complete description of all of the provisions of the ESPP, and is qualified in its ~~current form~~entirety by the specific language of the ESPP. A copy of the ESPP is provided as Appendix B to this proxy statement.

Purpose and ~~the share increase will not take effect.~~Background

The ~~Plan Includes Compensation~~purpose of the ESPP is to provide eligible employees of Microchip and ~~Governance Best Practices~~participating subsidiaries with the opportunity to purchase shares of common stock through payroll deductions at a discounted purchase price. The ESPP was originally adopted by the Board of Directors in May 2001 and approved by stockholders at our 2001 annual meeting. Stockholders approved an amendment to the ESPP at our 2003 annual meeting to reserve an additional 1,950,000 shares under the ESPP and to add the annual automatic "evergreen" share reserve increase beginning January 1, 2005. Stockholders approved an amendment to the ESPP to extend the term through August 31, 2024 at our 2014 annual meeting.

Administration

The ~~Plan includes provisions that are considered best practices for compensation~~ESPP is administered by a committee of members of the Board of Directors which is currently the Compensation Committee. The Compensation Committee has full power to interpret the ESPP, and ~~corporate governance purposes. These provisions protect our stockholders' interest, as follows:~~its decisions will be final and binding upon all participants.

~~Administration. The Plan is administered~~Eligibility

Generally, all U.S. employees of Microchip or any of the U.S. subsidiaries designated by the Compensation Committee ~~which consists entirely~~will be eligible to participate in the ESPP. However, no employee who normally works less than 20 hours per week or five months in a calendar year is eligible to participate. Also, no employee will be eligible to participate in the ESPP if, immediately after the grant of ~~independent non-employee directors.~~

~~Repricing~~an option to purchase stock under the ESPP, that employee would own 5% of either the voting power or ~~Exchange Programs are Not Allowed. The Plan does not permit outstanding options or stock appreciation~~the value of the common stock. No employee's rights to ~~be repriced or exchanged for other awards.~~purchase the common stock pursuant to the ESPP may accrue at a rate that exceeds $25,000 per calendar year. As of May 23, 2023, approximately 4,605 employees are participating in the ESPP. Non-employee directors are not eligible to participate in the ESPP.

Table of Contents

Participation and Purchases

~~Minimum Vesting Requirements. In general, awards vesting~~

Under the ESPP, during open enrollment a participant must authorize payroll deductions to be made on each payroll day during the offering period in any multiple of 1%, which may not exceed 10% of their eligible compensation. A participant may discontinue his or her participation in the ESPP or decrease his or her payroll deductions during an offering period with no more than one reduction being allowed in any purchase period. A participant may increase payroll deductions effective beginning with the next offering period. Generally, when an employee terminates employment with Microchip or any designated subsidiary, the employee's right to participate in the ESPP terminates. The ESPP provides for offering periods of up to 24 months. Each offering period will include one or more purchase periods. The duration of each offering period and purchase period will be determined by the Compensation Committee. The ESPP is currently implemented by a series of offering periods beginning on the ~~basis~~first business day of March and the first business day of September of each year, and each offering period consists of one or more six-month purchase periods.

The first day of each offering period is referred to as an ~~individual's continuous service with us will vest~~entry date. Eligible employees participate in ~~full no earlier than~~ the ~~one-year anniversary~~ESPP through accumulated payroll deductions. At the end of each approximately six-month purchase period, these accumulated payroll deductions are used to purchase shares of common stock at a price per share equal to the lower of 85% of the ~~grant~~closing price of a share of common stock on (1) the relevant entry date ~~although up~~or (2) the relevant purchase date whichever is less. The ESPP also provides that no participant may purchase more than 15,000 shares of common stock in any one purchase period. This limitation may be changed by the Compensation Committee.

Withdrawal

If a participant chooses to 5%withdraw from a purchase period, the participant may elect to have all accumulated payroll deductions refunded or have the accumulated payroll deductions used to purchase common stock on the next purchase date. The Compensation Committee may also establish rules limiting the frequency with which participants may withdraw and may establish a waiting period for participants wishing to re-authorize payroll deductions.

Termination of Employment

Termination of a participant's employment other than by reason of death or disability immediately cancels his or her option and participation in the ESPP. If this occurs, payroll deductions credited to the participant's account will be refunded to the participant. If a participant dies, or terminates employment due to disability, at the election of the participant (or if applicable the participant's estate), his or her accumulated payroll deductions will be used to purchase shares ~~reserved in~~on the ~~Plan may~~next purchase date or the accumulated payroll deductions will be ~~granted without this minimum vesting requirement.~~

refunded to the participant or his estate.

~~Limited Transferability. Awards~~Non-transferability

Rights to purchase shares of common stock and any other rights and interests under the ~~Plan generally~~ESPP may not be ~~sold,~~ assigned, transferred, ~~pledged,~~sold or otherwise ~~encumbered, unless otherwise approved~~disposed of and may not be subject to the claims of creditors or liable to attachment, execution or other legal process.

Certain Transactions

In the event of any stock split, stock dividend, spin-off, reclassification, recapitalization or other similar event affecting the common stock, adjustments may be made in the number of shares of stock subject to the ESPP, the number and kind of shares of stock to be purchased pursuant to each option and the price per share of common stock covered by each option. Any such adjustment will be made by the ~~administrator.~~Compensation Committee, whose determination shall be final. In the event of a proposed sale of all or substantially all of the assets of Microchip or the merger or consolidation of Microchip with another company, each option will be assumed by, or an equivalent option substituted, by the successor company or an affiliate. If the successor company or affiliate refuses to assume or substitute for the option, the next purchase date will be automatically accelerated to the date before the proposed sale or merger.

Amendment and Termination

The Compensation Committee may amend, suspend or terminate the ESPP or any part of the ESPP at any time and for any reason. If the ESPP is terminated, the Compensation Committee may determine that all outstanding rights to purchase shares under the ESPP terminate immediately, upon completion of the next purchase date (which may be adjusted to occur sooner than originally scheduled), or in accordance with their terms. If options are terminated prior to expiration, then all amounts credited to participants that have not been used to purchase shares of common stock will be returned,

Table of Contents

without interest (unless otherwise required by applicable law), as soon as administratively practicable. Unless terminated earlier, as amended, the ESPP will expire on August 31, 2034.

ESPP Benefits

Participation in the ESPP is voluntary and is dependent on each eligible employee’s election, level of payroll deductions and the purchase price under the ESPP. Accordingly, future purchases and benefits under the ESPP are not determinable. For illustrative purposes, the following table sets forth (i) the number of shares of our common stock purchased during the last completed fiscal year under the ESPP and, (ii) the average price per share paid for such shares.


Name and Position	Number of Shares Purchased	Weighted Average Per Share Purchase Price ($)
Ganesh Moorthy, CEO and President	385	55.19
Steve Sanghi, Executive Chair	385	55.19
Stephen V. Drehobl, Senior VP, MCU8 and MCU16 Business Units	385	55.19
Richard Simoncic, Executive VP, Analog Power and Interface Business Unit	385	55.19
J. Eric Bjornholt, Senior VP and CFO	385	55.19
All current executive officers as a group	1,925	55.19
All current directors who are not executive officers as a group	—	—
All employees of the company (excluding executive officers) as a group	933,497	55.19

Certain U.S. Federal Income Tax ~~Gross-ups~~. Information

The ~~Plan~~following briefly summarizes U.S. federal income taxation of the ESPP for participants and Microchip. The summary does not ~~provide for~~purport to be complete, and does not discuss the tax consequences of a participant’s death or the income tax laws of any ~~tax gross-ups.~~

state or non-U.S. jurisdiction in which the participant may reside.

Estimated Future Payouts Under Non-Equity Incentive Plan Awards
All Other Stock Awards: Number of Shares of Stock or Units
(#) ⁽²⁾
Grant Date Fair Value of Stock
and Option Awards
($) ⁽³⁾
Name
Grant
Date
Threshold ($) ⁽¹⁾
Target
($)
Maximum ($) ⁽¹⁾
4/1/2016
—
—
—
4,903
210,192
Stephen V. Drehobl 4/1/2016
—
—
—
133
5,875
4/1/2016
—
—
—
335
15,243
7/2/2016
—
—
—
4,695
211,252
7/2/2016
—
—
—
127
5,879
7/2/2016
—
—
—
321
15,289
10/2/2016
—
—
—
3,809
215,768
10/2/2016
—
—
—
103
5,971
10/2/2016
—
—
—
261
15,485
1/3/2017
—
—
—
3,707
216,266
1/3/2017
—
—
—
101
6,027
1/3/2017
—
—
—
254
15,502
—
—
97,213
⁽⁴⁾
—
—
—
—
—
24,303
⁽⁵⁾
—
—
—
—
—
10,386
⁽⁶⁾
—
—
—
4/1/2016
—
—
—
84
3,710
J. Eric Bjornholt 4/1/2016
—
—
—
223
10,147
4/1/2016
—
—
—
3,111
133,369
7/2/2016
—
—
—
80
3,704
7/2/2016
—
—
—
214
10,193
7/2/2016
—
—
—
2,979
134,040
10/2/2016
—
—
—
65
3,768
10/2/2016
—
—
—
174
10,323
10/2/2016
—
—
—
2,417
136,915
1/3/2017
—
—
—
63
3,759
1/3/2017
—
—
—
169
10,314
1/3/2017
—
—
—
2,353
137,274
—
—
64,481
⁽⁴⁾
—
—
—
—
—
16,120
⁽⁵⁾
—
—
—
—
—
9,688
⁽⁶⁾
—
—
—

Table of Contents


⁽¹⁾	Individual awards under our EMICP, DMICP and ECBP are made quarterly and are not stated in terms of a threshold or maximum amount for an award period. The EMICP does provide that the maximum amount payable to any participant is $2.5 million for any performance period (which can be a fiscal quarter, a fiscal year or a longer period not exceeding five fiscal years).


⁽²⁾	~~Represents RSUs granted under Microchip's 2004 Equity Incentive Plan.~~


⁽³⁾	This column shows the full grant date fair value of RSU awards to the named executives in fiscal 2017. Generally, the full grant date fair value is the amount that Microchip would expense in its financial statements over the award's vesting schedule.


⁽⁴⁾	~~This annual target represents the amount targeted for estimated future payout in fiscal 2018 under Microchip's EMICP based on the executive officer's base salary at the end of fiscal 2017.~~


⁽⁵⁾	~~This annual target represents the amount targeted for estimated future payout in fiscal 2018 under Microchip's DMICP based on the executive officer's base salary at the end of fiscal 2017.~~


⁽⁶⁾	~~This annual target represents the amount targeted for future payout in fiscal 2018 under Microchip's ECBP based on the executive officer's base salary at the end of fiscal 2017.~~

Summary Compensation Table and Grants of Plan-Based Awards for Fiscal Year Ended March 31, 2023 Table Discussion

Based on the data in the ~~Summary~~"Summary Compensation Table," the level of salary, bonus, non-equity incentive plan compensation, and other compensation in proportion to total compensation ranged from approximately ~~27.2%~~24.5% to ~~42.1%~~29.0% for our named executive officers in fiscal ~~2017.~~2023. See the ~~"Compensation~~"Executive Compensation - Compensation Discussion and ~~Analysis"~~Analysis" section of this proxy statement for further discussion of overall compensation and how compensation is determined.

We do not have employment contracts with our named executive officers, nor agreements to pay severance on involuntary termination (other than as stated in the change of control agreements discussed above under the heading "Employment Contracts, Termination of Employment and Change of Control Arrangements") or retirement.

For a discussion of the material terms of the awards listed in the ~~Grants~~"Grants of Plan-Based Awards Table for Fiscal Year Ended March 31, 2023," see our discussion of the equity awards and incentive cash bonuses in the ~~"Compensation~~"Executive Compensation - Compensation Discussion and ~~Analysis"~~Analysis" section of this proxy statement under the headings "Incentive Cash Bonuses," "Equity Compensation," and "Employee Cash Bonus Plan."

Microchip has not ~~repriced any stock options or~~ made any material modifications to any equity-based awards during the last fiscal year.

OUTSTANDING EQUITY AWARDS AT FISCAL 2017 YEAR END
Stock Awards
Name
Number of Shares or Units of Stock That Have Not
Vested (#)
Market Value of Shares or
Units of Stock That Have Not
Vested $ ⁽¹⁸⁾
25,673
⁽¹⁾
1,894,154
Steve Sanghi 25,261
⁽²⁾
1,863,757
1,621
⁽²⁾
119,597
23,424
⁽³⁾
1,728,223
21,372
⁽⁴⁾
1,576,826
20,320
⁽⁵⁾
1,499,210
657
⁽⁵⁾
48,473
1,483
⁽⁵⁾
109,416
18,967
⁽⁶⁾
1,399,385
569
⁽⁶⁾
41,981
1,420
⁽⁶⁾
104,768
680
⁽⁶⁾
50,170
21,105
⁽⁷⁾
1,557,127
752
⁽⁷⁾
55,483
1,152
⁽⁷⁾
84,995
21,670
⁽⁸⁾
1,598,813
1,121
⁽⁸⁾
82,707
690
⁽⁸⁾
50,908
20,630
⁽⁹⁾
1,522,081
588
⁽⁹⁾
43,383
21,368
⁽¹⁰⁾
1,576,531
563
⁽¹⁰⁾
41,538
148,235
⁽¹¹⁾
10,936,778
23,622
⁽¹²⁾
1,742,831
457
⁽¹²⁾
33,717
21,675
⁽¹³⁾
1,599,182
444
⁽¹³⁾
32,758
21,675
⁽¹⁴⁾
1,599,182
20,755
⁽¹⁵⁾
1,531,304
16,840
⁽¹⁶⁾
1,242,455
16,389
⁽¹⁷⁾
1,209,180

Table of Contents


OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR END

Name	Stock Awards
	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($) (1)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1)
Ganesh Moorthy, CEO and President				5,080	(2)	425,602
				4,680	(3)	392,090
				6,106	(4)	511,561
				13,244	(5)	1,109,582
				12,808	(6)	1,073,054
				5,080	(7)	425,602
				11,114	(8)	931,131
				4,680	(9)	392,090
				14,572	(10)	1,220,842
				51,232	(11)	4,292,217
				19,194	(12)	1,608,073
				25,398	(13)	2,127,844
				23,400	(14)	1,960,452
	3,052	(15)	255,697
	5,671	(16)	475,116
	4,239	(17)	355,143
	6,344	(18)	531,500
	12,486	(18)	1,046,077
	11,948	(19)	1,001,003
	11,752	(20)	984,583
	5,836	(21)	488,940
	8,004	(22)	670,575
	6,088	(23)	510,053
	5,864	(24)	491,286
	2,540	(24)	212,801
	4,576	(25)	383,377
	2,340	(26)	196,045
	6,104	(27)	511,393
	6,620	(28)	554,624
	6,404	(29)	536,527
	2,540	(30)	212,801
	5,556	(31)	465,482
	2,340	(32)	196,045
	7,286	(33)	610,421
	51,228	(34)	4,291,882
	9,596	(35)	803,953
	12,699	(36)	1,063,922
	11,699	(37)	980,142

Table of Contents

OUTSTANDING EQUITY AWARDS AT FISCAL 2017 YEAR END
Stock Awards
Name
Number of Shares or Units of Stock That Have Not
Vested (#)
Market Value of Shares or
Units of Stock That Have Not
Vested $ ⁽¹⁸⁾
10,391
⁽¹⁾
766,648
Ganesh Moorthy 849
⁽¹⁾
62,639
10,225
⁽²⁾
754,401
1,820
⁽²⁾
134,280
9,481
⁽³⁾
699,508
660
⁽³⁾
48,695
8,650
⁽⁴⁾
638,197
642
⁽⁴⁾
47,367
8,467
⁽⁵⁾
624,695
307
⁽⁵⁾
22,650
1,678
⁽⁵⁾
123,803
7,677
⁽⁶⁾
566,409
463
⁽⁶⁾
34,160
1,606
⁽⁶⁾
118,491
318
⁽⁶⁾
23,462
8,794
⁽⁷⁾
648,821
352
⁽⁷⁾
25,971
1,303
⁽⁷⁾
96,135
9,029
⁽⁸⁾
666,160
323
⁽⁸⁾
23,831
1,269
⁽⁸⁾
93,627
8,638
⁽⁹⁾
637,312
1,271
⁽⁹⁾
93,774
8,947
⁽¹⁰⁾
660,110
1,217
⁽¹⁰⁾
89,790
62,067
⁽¹¹⁾
4,579,303
9,891
⁽¹²⁾
729,758
987
⁽¹²⁾
72,821
9,075
⁽¹³⁾
669,554
961
⁽¹³⁾
70,903
10,356
⁽¹⁴⁾
764,066
9,917
⁽¹⁵⁾
731,676
7,051
⁽¹⁶⁾
520,223
995
⁽¹⁶⁾
73,411
7,831
⁽¹⁷⁾
577,771


OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR END

Name	Stock Awards
	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($) (1)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1)
Steve Sanghi, Executive Chair				3,716	(2)	311,326
				3,424	(3)	286,863
				4,924	(4)	412,533
				10,676	(5)	894,435
				10,328	(6)	865,280
				3,716	(7)	311,326
				8,960	(8)	750,669
				3,424	(9)	286,863
				10,660	(10)	893,095
				14,040	(12)	1,176,271
				18,580	(13)	1,556,632
				17,116	(14)	1,433,978
	6,388	(15)	535,187
	11,868	(16)	994,301
	8,871	(17)	743,212
	13,274	(18)	1,112,096
	26,132	(18)	2,189,339
	25,004	(19)	2,094,835
	24,596	(20)	2,060,653
	12,212	(21)	1,023,121
	16,750	(22)	1,403,315
	12,744	(23)	1,067,692
	12,276	(24)	1,028,483
	1,858	(24)	155,663
	9,580	(25)	802,612
	1,711	(26)	143,348
	4,922	(27)	412,365
	5,338	(28)	447,218
	5,162	(29)	432,472
	1,858	(30)	155,663
	4,480	(31)	375,334
	1,711	(32)	143,348
	5,329	(33)	446,464
	7,020	(35)	588,136
	9,289	(36)	778,232
	8,558	(37)	716,989

Table of Contents

OUTSTANDING EQUITY AWARDS AT FISCAL 2017 YEAR END
Stock Awards
Name
Number of Shares or Units of Stock That Have Not
Vested (#)
Market Value of Shares or
Units of Stock That Have Not
Vested $ ⁽¹⁸⁾
5,043
⁽¹⁾
372,073
Mitchell R. Little 4,962
⁽²⁾
366,096
4,601
⁽³⁾
339,462
4,198
⁽⁴⁾
309,728
3,991
⁽⁵⁾
294,456
128
⁽⁵⁾
9,444
291
⁽⁵⁾
21,470
3,726
⁽⁶⁾
274,904
112
⁽⁶⁾
8,263
133
⁽⁶⁾
9,813
278
⁽⁶⁾
20,511
4,146
⁽⁷⁾
305,892
147
⁽⁷⁾
10,846
226
⁽⁷⁾
16,674
4,257
⁽⁸⁾
314,081
135
⁽⁸⁾
9,960
220
⁽⁸⁾
16,232
4,052
⁽⁹⁾
298,957
115
⁽⁹⁾
8,485
4,197
⁽¹⁰⁾
309,655
110
⁽¹⁰⁾
8,116
29,115
⁽¹¹⁾
2,148,105
4,640
⁽¹²⁾
342,339
89
⁽¹²⁾
6,566
4,258
⁽¹³⁾
314,155
87
⁽¹³⁾
6,419
4,258
⁽¹⁴⁾
314,155
4,077
⁽¹⁵⁾
300,801
3,308
⁽¹⁶⁾
244,064
3,219
⁽¹⁷⁾
237,498


OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR END

Name	Stock Awards
	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($) (1)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1)
Stephen V. Drehobl, Senior VP, MCU8 and MCU16 Business Units				1,798	(2)	150,636
				1,656	(3)	138,740
				1,856	(4)	155,496
				4,028	(5)	337,466
				3,896	(6)	326,407
				1,798	(7)	150,636
				3,378	(8)	283,009
				1,656	(9)	138,740
				4,124	(10)	345,509
				15,584	(11)	1,305,628
				5,432	(12)	455,093
				7,188	(13)	602,211
				6,622	(14)	554,791
	1,445	(15)	121,062
	2,686	(16)	225,033
	2,008	(17)	168,230
	2,860	(18)	239,611
	5,912	(18)	495,307
	5,656	(19)	473,860
	5,564	(20)	466,152
	2,762	(21)	231,400
	3,788	(22)	317,359
	2,882	(23)	241,454
	2,776	(24)	232,573
	898	(24)	75,234
	2,166	(25)	181,467
	827	(26)	69,286
	1,856	(27)	155,496
	2,012	(28)	168,565
	1,946	(29)	163,036
	898	(30)	75,234
	1,689	(31)	141,504
	827	(32)	69,286
	2,061	(33)	172,671
	15,568	(34)	1,304,287
	2,715	(35)	227,463
	3,593	(36)	301,022
	3,310	(37)	277,312

Table of Contents

OUTSTANDING EQUITY AWARDS AT FISCAL 2017 YEAR END
Stock Awards
Name
Number of Shares or Units of Stock That Have Not
Vested (#)
Market Value of Shares or
Units of Stock That Have Not
Vested $ ⁽¹⁸⁾
5,807
⁽¹⁾
428,440
Stephen V. Drehobl 5,714
⁽²⁾
421,579
5,298
⁽³⁾
390,886
4,834
⁽⁴⁾
356,653
4,596
⁽⁵⁾
339,093
148
⁽⁵⁾
10,919
335
⁽⁵⁾
24,716
4,290
⁽⁶⁾
316,516
154
⁽⁶⁾
11,362
129
⁽⁶⁾
9,518
321
⁽⁶⁾
23,683
4,774
⁽⁷⁾
352,226
170
⁽⁷⁾
12,543
261
⁽⁷⁾
19,257
4,901
⁽⁸⁾
361,596
156
⁽⁸⁾
11,510
254
⁽⁸⁾
18,740
4,666
⁽⁹⁾
344,257
133
⁽⁹⁾
9,813
4,833
⁽¹⁰⁾
356,579
127
⁽¹⁰⁾
9,370
33,528
⁽¹¹⁾
2,473,696
5,343
⁽¹²⁾
394,207
103
⁽¹²⁾
7,599
4,903
⁽¹³⁾
361,743
101
⁽¹³⁾
7,452
4,903
⁽¹⁴⁾
361,743
4,695
⁽¹⁵⁾
346,397
3,809
⁽¹⁶⁾
281,028
3,707
⁽¹⁷⁾
273,502


OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR END

Name	Stock Awards
	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($) (1)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1)
Richard Simoncic, Executive VP, Analog Power and Interface Business Unit				1,474	(2)	123,492
				1,358	(3)	113,773
				1,340	(4)	112,265
				2,908	(5)	243,632
				2,812	(6)	235,589
				1,474	(7)	123,492
				2,438	(8)	204,256
				1,358	(9)	113,773
				3,380	(10)	283,176
				11,232	(11)	941,017
				4,452	(12)	372,989
				5,892	(13)	493,632
				5,428	(14)	454,758
	921	(15)	77,161
	1,713	(16)	143,515
	1,280	(17)	107,238
	2,002	(18)	167,728
	3,940	(18)	330,093
	3,770	(19)	315,851
	3,708	(20)	310,656
	1,762	(21)	147,620
	2,416	(22)	202,412
	1,838	(23)	153,988
	1,770	(24)	148,291
	736	(24)	61,662
	1,382	(25)	115,784
	678	(26)	56,803
	1,338	(27)	112,098
	1,452	(28)	121,649
	1,404	(29)	117,627
	736	(30)	61,662
	1,219	(31)	102,128
	678	(32)	56,803
	1,690	(33)	141,588
	11,242	(34)	941,855
	2,226	(35)	186,494
	2,945	(36)	246,732
	2,713	(37)	227,295

Table of Contents

OUTSTANDING EQUITY AWARDS AT FISCAL 2017 YEAR END
Stock Awards
Name
Number of Shares or Units of Stock That Have Not
Vested (#)
Market Value of Shares or
Units of Stock That Have Not
Vested $ ⁽¹⁸⁾
3,668
⁽¹⁾
270,625
J. Eric Bjornholt 3,609
⁽²⁾
266,272
3,346
⁽³⁾
246,868
3,053
⁽⁴⁾
225,250
2,903
⁽⁵⁾
214,183
105
⁽⁵⁾
7,747
223
⁽⁵⁾
16,453
2,710
⁽⁶⁾
199,944
81
⁽⁶⁾
5,976
108
⁽⁶⁾
7,968
214
⁽⁶⁾
15,789
3,015
⁽⁷⁾
222,447
120
⁽⁷⁾
8,854
174
⁽⁷⁾
12,838
3,096
⁽⁸⁾
228,423
110
⁽⁸⁾
8,116
169
⁽⁸⁾
12,469
2,961
⁽⁹⁾
218,463
84
⁽⁹⁾
6,198
3,068
⁽¹⁰⁾
226,357
80
⁽¹⁰⁾
5,902
21,276
⁽¹¹⁾
1,569,743
3,391
⁽¹²⁾
250,188
65
⁽¹²⁾
4,796
3,112
⁽¹³⁾
229,603
63
⁽¹³⁾
4,648
3,111
⁽¹⁴⁾
229,530
2,979
⁽¹⁵⁾
219,791
2,417
⁽¹⁶⁾
178,326
2,353
⁽¹⁷⁾
173,604


OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR END

Name	Stock Awards
	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($) (1)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1)
J. Eric Bjornholt, Senior VP and CFO				1,474	(2)	123,492
				1,358	(3)	113,773
				1,482	(4)	124,162
				3,216	(5)	269,436
				3,112	(6)	260,723
				1,474	(7)	123,492
				2,698	(8)	226,038
				1,358	(9)	113,773
				3,380	(10)	283,176
				12,448	(11)	1,042,893
				4,452	(12)	372,989
				5,892	(13)	493,632
				5,428	(14)	454,758
	1,111	(15)	93,080
	2,065	(16)	173,006
	1,545	(17)	129,440
	1,816	(18)	152,144
	4,322	(18)	362,097
	4,136	(19)	346,514
	4,068	(20)	340,817
	2,020	(21)	169,236
	2,914	(22)	244,135
	2,216	(23)	185,656
	2,136	(24)	178,954
	736	(24)	61,662
	1,666	(25)	139,577
	678	(26)	56,803
	1,482	(27)	124,162
	1,606	(28)	134,551
	1,554	(29)	130,194
	736	(30)	61,662
	1,349	(31)	113,019
	678	(32)	56,803
	1,690	(33)	141,588
	12,430	(34)	1,041,385
	2,226	(35)	186,494
	2,945	(36)	246,732
	2,713	(37)	227,295

~~(1)The award vested in full on May 15, 2017.~~


(1)			Represents the number of RSUs and PSUs multiplied by $83.78, the closing price of our common stock on March 31, 2023.
(2)			Amount reflects estimated PSU achievement based on performance status as of March 31, 2023 (200% of target). The actual number of shares that may be earned, if any, is contingent upon the achievement of pre-established performance metrics over the two-year period ending September 30, 2024. Vested PSUs are contingent on continuation of service through November 15, 2024. The number of shares that may be earned is between 0% and 200% of the target number of shares.

~~(2)The award vests in full on August 15, 2017, subject to continued service on such date.~~

~~(3)The award vests in full on November 15, 2017, subject to continued service on such date.~~61

Table of Contents

~~(4)The award vests in full on February 15, 2018, subject to continued service on such date.~~


(3)			Amount reflects estimated PSU achievement based on performance status as of March 31, 2023 (200% of target). The actual number of shares that may be earned, if any, is contingent upon the achievement of pre-established performance metrics over the two-year period ending December 31, 2024. Vested PSUs are contingent on continuation of service through February 17, 2025. The number of shares that may be earned is between 0% and 200% of the target number of shares.
(4)			Amount reflects estimated TSR achievement based on performance status as of March 31, 2023 (100% of target). The actual number of shares that may be earned, if any, is contingent upon the achievement of pre-established performance metrics over the three-year period ending March 31, 2024. Vested PSUs based on TSR are contingent on continuation of service through May 15, 2025. The number of shares that may be earned is between 0% and 200% of the target number of shares.
(5)			Amount reflects estimated TSR achievement based on performance status as of March 31, 2023 (200% of target). The actual number of shares that may be earned, if any, is contingent upon the achievement of pre-established performance metrics over the three-year period ending June 30, 2024. Vested PSUs based on TSR are contingent on continuation of service through August 15, 2025. The number of shares that may be earned is between 0% and 200% of the target number of shares.
(6)			Amount reflects estimated PSU achievement based on performance status as of March 31, 2023 (200% of target). The actual number of shares that may be earned, if any, is contingent upon the achievement of pre-established performance metrics over the three-year period ending September 30, 2024. Vested PSUs are contingent on continuation of service through November 15, 2025. The number of shares that may be earned is between 0% and 200% of the target number of shares.
(7)			Amount reflects estimated PSU achievement based on performance status as of March 31, 2023 (200% of target). The actual number of shares that may be earned, if any, is contingent upon the achievement of pre-established performance metrics over the three-year period ending September 30, 2025. Vested PSUs are contingent on continuation of service through November 17, 2025. The number of shares that may be earned is between 0% and 200% of the target number of shares.
(8)			Amount reflects estimated PSU achievement based on performance status as of March 31, 2023 (200% of target). The actual number of shares that may be earned, if any, is contingent upon the achievement of pre-established performance metrics over the three-year period ending December 31, 2024. Vested PSUs are contingent on continuation of service through February 15, 2026. The number of shares that may be earned is between 0% and 200% of the target number of shares.
(9)			Amount reflects estimated PSU achievement based on performance status as of March 31, 2023 (200% of target). The actual number of shares that may be earned, if any, is contingent upon the achievement of pre-established performance metrics over the three-year period ending December 31, 2025. Vested PSUs are contingent on continuation of service through February 16, 2026. The number of shares that may be earned is between 0% and 200% of the target number of shares.
(10)			Amount reflects estimated PSU achievement based on performance status as of March 31, 2023 (200% of target). The actual number of shares that may be earned, if any, is contingent upon the achievement of pre-established performance metrics over the three-year period ending March 31, 2025. Vested PSUs are contingent on continuation of service through May 15, 2026. The number of shares that may be earned is between 0% and 200% of the target number of shares.
(11)			Amount reflects estimated PSU achievement based on performance status as of March 31, 2023 (200% of target). The actual number of shares that may be earned, if any, is contingent upon the achievement of pre-established performance metrics over the three-year period ending September 30, 2024. These awards vest in quarterly installments from November 15, 2024 through August 15, 2026, subject to continued service on such dates. The number of shares that may be earned is between 0% and 200% of the target number of shares.
(12)			Amount reflects estimated PSU achievement based on performance status as of March 31, 2023 (200% of target). The actual number of shares that may be earned, if any, is contingent upon the achievement of pre-established performance metrics over the three-year period ending June 30, 2025. Vested PSUs are contingent on continuation of service through August 17, 2026. The number of shares that may be earned is between 0% and 200% of the target number of shares.
(13)			Amount reflects estimated PSU achievement based on performance status as of March 31, 2023 (200% of target). The actual number of shares that may be earned, if any, is contingent upon the achievement of pre-established performance metrics over the three-year period ending September 30, 2025. Vested PSUs are contingent on continuation of service through November 16, 2026. The number of shares that may be earned is between 0% and 200% of the target number of shares.
(14)			Amount reflects estimated PSU achievement based on performance status as of March 31, 2023 (200% of target). The actual number of shares that may be earned, if any, is contingent upon the achievement of pre-established performance metrics over the three-year period ending December 31, 2025. Vested PSUs are contingent on continuation of service through February 15, 2027. The number of shares that may be earned is between 0% and 200% of the target number of shares.
(15)			Amount reflects TSR achievement of 38.13% of target during the two-year measurement period ended March 31, 2022, subject to continuation of service through May 15, 2024.

~~(5)The award vests in full on May 15, 2018, subject to continued service on such date.~~

~~(6)The award vests in full on August 15, 2018, subject to continued service on such date.~~62

Table of Contents

~~(7)The award vests in full on November 15, 2018, subject to continued service on such date.~~


(16)			Amount reflects TSR achievement of 96.68% of target during the two-year measurement period ended September 30, 2022, subject to continuation of service through November 15, 2024.
(17)			Amount reflects TSR achievement of 92.60% of target during the two-year measurement period ended December 31, 2022, subject to continuation of service through February 15, 2025.
(18)			The award vested in full on May 15, 2023.
(19)			The award vests in full on August 15, 2023, subject to continued service on such date.
(20)			The award vests in full on November 15, 2023, subject to continued service on such date.
(21)			The award vests in full on February 15, 2024, subject to continued service on such date.
(22)			The award vests in full on May 15, 2024, subject to continued service on such date.
(23)			The award vests in full on August 15, 2024, subject to continued service on such date.
(24)			The award vests in full on November 15, 2024, subject to continued service on such date.
(25)			The award vests in full on February 15, 2025, subject to continued service on such date.
(26)			The award vests in full on February 17, 2025, subject to continued service on such date.
(27)			The award vests in full on May 15, 2025, subject to continued service on such date.
(28)			The award vests in full on August 15, 2025, subject to continued service on such date.
(29)			The award vests in full on November 15, 2025, subject to continued service on such date.
(30)			The award vests in full on November 17, 2025, subject to continued service on such date.
(31)			The award vests in full on February 15, 2026, subject to continued service on such date.
(32)			The award vests in full on February 16, 2026, subject to continued service on such date.
(33)			The award vests in full on May 15, 2026, subject to continued service on such date.
(34)			The award vests in quarterly installments from November 15, 2023 through August 15, 2026, subject to continued service on such dates.
(35)			The award vests in full on August 17, 2026, subject to continued service on such date.
(36)			The award vests in full on November 16, 2026, subject to continued service on such date.
(37)			The award vests in full on February 15, 2027, subject to continued service on such date.

~~(8)The award vests in full on February 15, 2019, subject to continued service on such date.~~

~~(9)The award vests in full on May 15, 2019, subject to continued service on such date.~~63

~~(10)The award vests in full on August 15, 2019, subject to continued service on such date.~~

~~(11)The award vests quarterly over a three-year period commencing on November 15, 2017, subject to continued service on such dates.~~

~~(12)The award vests in full on November 15, 2019, subject to continued service on such date.~~

~~(13)The award vests in full on February 15, 2020, subject to continued service on such date.~~

~~(14)The award vests in full on May 15, 2020, subject to continued service on such date.~~

~~(15)The award vests in full on August 15, 2020, subject to continued service on such date.~~

~~(16)The award vests in full on November 15, 2020, subject to continued service on such date.~~

~~(17)The award vests in full on February 15, 2021, subject to continued service on such date.~~

~~(18)Represents the number~~Table of ~~RSUs multiplied by $73.78, the closing price of our common stock on March 31, 2017.~~Contents

STOCK VESTED

For Fiscal Year Ended March 31, ~~2017~~2023

The following table provides information, on an aggregate basis, about stock awards that vested during the fiscal year ended March 31, ~~2017~~2023 for each of ~~the~~our named executive officers.

Microchip has not granted stock options, other than options assumed in acquisitions, since 2008. No named executive officer held any Microchip stock options during fiscal ~~2017.~~2023.


Name	Stock Awards
		Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($) (1)
Ganesh Moorthy, CEO and President		80,832	6,153,644
Steve Sanghi, Executive Chair		169,426	12,894,462
Stephen V. Drehobl, Senior VP, MCU8 and MCU16 Business Units		37,628	2,864,641
Richard Simoncic, Executive VP, Analog Power and Interface Business Unit		25,860	1,965,738
J. Eric Bjornholt, Senior VP and CFO		25,304	1,924,327

(1)The values realized upon vesting for RSUs and PSUs are based on the closing price of our common stock on the vesting dates.

(2)The shares authorized for issuance under our ESPP are subject to an annual automatic increase equal to the lesser of (i) 3,000,000 shares, (ii) one-half of one percent (0.5%) of the then outstanding shares of our common stock, or (iii) such lesser amount as is approved by our Board. Upon the approval of our Board, no additional shares of common stock were reserved under the ESPP on January 1, 2023 based on the automatic increase provision. The shares authorized for issuance under our IESPP are subject to an annual automatic increase of equal to one-tenth of one percent (0.1%) of the then outstanding shares of our common stock, or (iii) such lesser amount as is approved by our Board of Directors. Upon the approval of our Board of Directors, 1,077,150 shares of common stock were reserved under the ESPP on January 1, 2017 based on the automatic increase provision. Beginning January 1, 2007, the shares authorized for issuance under our IESPP are subject to an annual automatic increase of equal to one-tenth of one percent (0.10%) of the then outstanding shares of

our common stock. Upon the approval of our Board, ~~of Directors, 215,430~~547,792 additional shares of common stock were reserved under the IESPP oneffective January 1, ~~2017~~2023 based on the automatic increase provision.

⁽³⁾

~~As of March 31, 2017, includes 5,981,292 shares issuable upon the vesting of RSUs granted under our 2004 Equity Incentive Plan, and 50,054~~

(3)As of March 31, 2023, includes 9,044,472 shares issuable upon the vesting of RSUs and PSUs granted under our 2004 Equity Incentive Plan, and 4,000 shares issuable upon the exercise of outstanding options granted under our 2004 Equity Incentive Plan.

(4)As of March 31, 2023, includes 8,728,867 shares remaining available for future issuance under our 2004 Equity Incentive Plan. The remaining balance represents shares available for purchase under the IESPP and the ESPP.

(5)Consists of the aggregate amount of options, warrants and other equity rights assumed by us in connection with mergers and acquisitions at the weighted-average exercise price in the table above. No additional awards may be granted under those assumed arrangements. As of March 31, 2023, the foregoing consists of: 13,282 shares subject to outstanding options under the 2009 Equity Plan that Supertex adopted prior to our acquisition of Supertex in April 2014; 3,150 shares issuable upon the exercise of outstanding options ~~granted under our 2004 Equity Incentive Plan.~~


⁽⁴⁾	As of March 31, 2017, includes 7,274,275 shares remaining available for future issuance under our 2004 Equity Incentive Plan. The remaining balance represents shares available for purchase under the IESPP and the ESPP.

⁽⁵⁾

As of March 31, 2017, includes 55,731 shares subject to outstanding SARs under the 2012 Inducement Plan. Also, includes 16,034 shares subject to outstanding awards under the 2009 LTIP; 1,360 shares subject to outstanding options under the 2004 Inducement Plan; 680 shares subject to outstanding options under the 2003 Inducement Plan; and 226 shares subject to outstanding options under the 2002 Inducement Plan. Also, includes 172,348 shares subject to outstanding options under the 2009 Equity Plan that Supertex adopted prior to our acquisition of Supertex in April 2014. Also, includes 1,239 shares subject to outstanding options under the 2011 Equity Plan that ISSC adopted prior to our acquisition of ISSC in July 2014. Also, includes 2,675 shares issuable upon the vesting of RSUs granted under the Micrel 2003 Incentive Award Plan, and 36,754 shares issuable upon the exercise of outstanding options granted under the Micrel 2003 Incentive Award Plan. Also, includes 98,158 shares issuable upon the vesting of RSUs granted under the Micrel 2012 Equity Incentive Award Plan, and 98,691 shares issuable upon the exercise of outstanding options granted under the Micrel 2012 Equity Incentive Award Plan. Also, includes 337,331 shares issuable upon the vesting of RSUs granted under the Atmel Corporation 2005 Stock Plan.


⁽⁶⁾	~~As of March 31, 2017, there were a total of 433,117 shares subject to outstanding options, with a weighted average exercise price of $31.51 per share and a weighted average term of 5.02 years.~~

~~Equity Compensation Plans Not Approved by Stockholders~~

~~Microchip 2012 Inducement Award Plan~~

In August 2012, our Board of Directors approved the 2012 Inducement Plan. Under our 2012 Inducement Plan, SARs were granted to certain employees of SMSC as an inducement for them to enter employment with Microchip. The 2012 Inducement Plan was not submitted to our stockholders for approval because doing so was not required under applicable rules and regulations in effect at the time the plan was adopted. The expiration date and other provisions of awards granted under the Micrel 2012 ~~Inducement Plan, including vesting provisions,~~Equity Incentive Award Plan; and 584 shares subject to outstanding options under the Vitesse 2013 Incentive Plan.

(6)As of March 31, 2023, there were ~~established at the time~~a total of ~~grant by the Compensation Committee. No SAR may have~~21,016 shares subject to outstanding options, with a weighted average exercise price of $19.13 per share and a weighted average term of ~~more than ten~~0.81 years. ~~If Microchip is acquired by merger, consolidation or asset sale, or there is a nomination and election~~

Table of 50% or more of all members of the Board within a 36-month period whose election is without recommendation of the Board, then each outstanding SAR may be terminated at the discretion of any committee appointed by the Board upon notice to the award holder. Our Board of Directors may amend or terminate the 2012 Inducement Plan without stockholder approval, but no amendment of the 2012 Inducement Plan may adversely affect any award previously granted under the 2012 Inducement Plan without the written consent of the SAR holder.Contents

CODE OF BUSINESS CONDUCT AND ETHICS

In May 2004, our Board ~~of Directors~~ adopted a Code of Business Conduct and Ethics for our directors, officers (including our chief executive officer and chief financial officer), and employees. A copy of the Code of Business Conduct and Ethics, as amended to date, is available on our website at ~~the About Us/Investor Relations section under Mission Statement/Corporate Governance on~~ ~~www.microchip.com.~~https://www.microchip.com/en-us/about/investors/investor-information/mission-statement.

We intend to post on our website any amendment to, or waiver from, a provision of our code of ethics within four business days following the date of such amendment or waiver or such other time period required by SEC rules.

OTHER MATTERS

Other Matters to be Presented at the Annual Meeting

At the date this proxy statement went to press, we did not anticipate that any other matters would be raised at the annual meeting.

Requirements, Including Deadlines, for Receipt of Stockholder Proposals for the ~~2018~~2024 Annual Meeting of Stockholders; Discretionary Authority to Vote on Stockholder Proposals

Under SEC rules, if a stockholder wants us to include a proposal in our proxy statement and form of proxy for our ~~2018~~2024 annual meeting, our Secretary must receive the proposal at our principal executive offices by March ~~15, 2018.~~16, 2024. Stockholders interested in submitting such a proposal are advised to contact knowledgeable counsel with regard to the detailed requirements of applicable securities ~~laws.~~laws, including Rule 14a-8 of the Securities Exchange Act of 1934. The submission of a stockholder proposal does not guarantee that it will be included in our proxy statement.

Under our Bylaws, stockholders must follow certain procedures to nominate a person for election as a director or to introduce an item of business at our annual meeting. Under these procedures, stockholders must submit the proposed nominee or item of business by delivering a notice addressed to our Secretary at our principal executive offices. We must receive notice as follows:

•Normally we must receive notice of a stockholder's intention to introduce a nomination or proposed item of business for an annual meeting not less than 90 days before the first anniversary of the date on which we first mailed our proxy statement to stockholders in connection with the previous year's annual meeting of stockholders. Accordingly, a stockholder who intends to submit a nomination or proposal for our ~~2018~~2024 annual meeting must do so no later than April ~~14, 2018.~~15, 2024.


•	However, if we hold our 2018 annual meeting on a date that is not within 30 days before or after the anniversary date of our 2017 annual meeting, we must receive the notice no later than the close of business on the later of the 90^th ~~day prior to our 2018 annual meeting or the 10~~^th ~~day following the day on which public announcement of the date of such annual meeting is first made.~~

•However, if we hold our 2024 annual meeting on a date that is not within 30 days before or after the anniversary date of our 2023 annual meeting, we must receive the notice no later than the close of business on the later of the 90th day prior to our 2024 annual meeting or the 10th day following the day on which public announcement of the date of such annual meeting is first made.

•A stockholder's submission must include certain specified information concerning the proposal or nominee, as the case may be, and information as to the stockholder's ownership of our common stock. Proposals or nominations not meeting these requirements will not be considered at our ~~2018~~2024 annual meeting. In addition to the requirements in our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees (other than our nominees) in connection with our 2024 Annual Meeting of Stockholders must provide the additional information required by Rule 14a-19(b) of the Securities Exchange Act of 1934.

•If a stockholder does not comply with the requirements of this advance notice provision, the proxies may exercise discretionary voting authority under proxies it solicits to vote in accordance with its best judgment on any such proposal or nomination submitted by a stockholder. The chair of the annual meeting shall, if the facts warrant, determine and declare at the meeting that a stockholder business proposal or nomination was not made in accordance with the procedures prescribed by the Bylaws, and if they should so determine, in the case of a nomination, they shall so declare at the meeting, and the defective nomination shall be disregarded, and in the case of a business proposal, they shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted.

Table of Contents

Proxy Access

Under our Bylaws, a stockholder (or a group of not more than 20 stockholders) that has held at least 3% of our outstanding common stock continuously for at least three years may nominate and include in our proxy materials for our 2024 annual meeting (i) one director nominee if the number of directors to be elected at the annual meeting is seven or less, and (ii) if the number of directors to be elected at the annual meeting is greater than seven, director nominees constituting up to the greater of 20% of the Board or two directors, provided in each case that the requirements set forth in the Bylaws are satisfied. To utilize such "proxy access" nomination process, among other things, the electing stockholder(s) and proposed nominee(s) must comply with the detailed requirements set forth in our Bylaws, including the provision of the proposing stockholder information, various other required information, representations, undertakings, agreements and other requirements as set forth in the Bylaws and as required by law. One such requirement is that the nomination(s) must be received in a timely manner between 120 days and 150 days prior to the anniversary of the date our proxy statement was first released to stockholders in connection with the last annual meeting, which for our proxy materials for the 2024 annual meeting would be no earlier than February 15, 2024 and no later than March 16, 2024.

The description of certain provisions of the Bylaws above is intended as a summary and is qualified in its entirety by reference to the relevant Bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates. To make any submission or to obtain additional information as to the proper form and content of submissions, stockholders should contact our Secretary in writing at 2355 West Chandler Boulevard, Chandler, Arizona 85224-6199.

Householding of Annual Meeting Materials

Some brokers and other nominee record holders may be participating in the practice of "householding" proxy statements and annual reports. This means that only one copy of our proxy statement and annual report may have been sent to multiple stockholders in a stockholder's household. Additionally, you may have notified us that multiple stockholders share an address and thus you requested to receive only one copy of our proxy statement and annual report. While our proxy statement and ~~2017~~2023 Annual Report are available online ~~(see "Electronic~~(please see under the heading "Electronic Access to Proxy Statement and Annual Report" on page 3)4), we will promptly deliver a separate copy of either document to any stockholder who contacts our investor relations department at 480-792-7761 or by mail addressed to Investor Relations, Microchip Technology Incorporated, 2355 West Chandler Boulevard, Chandler, Arizona 85224-6199, requesting such copies. If a stockholder is receiving multiple copies of our proxy statement and annual report at the stockholder's household and would like to receive a single copy of the proxy statement and annual report for a stockholder's household in the future, stockholders should contact their broker, or other nominee record holder to request mailing of a single copy of the proxy statement and annual report. Stockholders receiving multiple copies of these documents directly from us, and who would like to receive single copies in the future, should contact our investor relations department to make such a request.

Date of Proxy Statement

The date of this proxy statement is July ~~13, 2017.~~7, 2023.

Table of Contents

APPENDIX A

NON-GAAP FINANCIAL MEASURES

Our non-GAAP adjustments, where applicable, include the effect of share-based compensation, expenses related to our acquisition activities (including intangible asset amortization, severance, and other restructuring costs, and legal and other general and administrative expenses associated with acquisitions including legal fees and expenses for litigation and investigations related to our Microsemi acquisition), professional services associated with certain legal matters and losses on the settlement of debt. For fiscal 2023, our non-GAAP income tax expense is presented based on projected cash taxes for the fiscal year, excluding transition tax payments under the Tax Cuts and Jobs Act.

Management believes these non-GAAP measures are useful to investors because they enhance the understanding of our historical financial performance and comparability between periods. Many of our investors have requested that we disclose this non-GAAP information because they believe it is useful in understanding our performance as it excludes non-cash and other charges that many investors feel may obscure our underlying operating results. Management uses non-GAAP measures to manage and assess the profitability of our business and for compensation purposes. We also use our non-GAAP results when developing and monitoring our budgets and spending. Our determination of these non-GAAP measures might not be the same as similarly titled measures used by other companies, and it should not be construed as a substitute for amounts determined in accordance with GAAP. There are limitations associated with using these non-GAAP measures, including that they exclude financial information that some may consider important in evaluating our performance. Management compensates for this by presenting information on both a GAAP and non-GAAP basis for investors and providing reconciliations of the GAAP and non-GAAP results.

RECONCILIATION OF GAAP GROSS PROFIT TO NON-GAAP GROSS PROFIT (in millions)


	Fiscal Year
		2023
Gross profit, as reported		$	5,697.9

Share-based compensation expense		27.2





Non-GAAP gross profit		$	5,725.1
GAAP gross profit percentage		67.5		%
Non-GAAP gross profit percentage		67.8		%

RECONCILIATION OF GAAP OPERATING INCOME TO NON-GAAP OPERATING INCOME (in millions)


	Fiscal Year
		2023
Operating income, as reported		$	3,116.0

Share-based compensation expense		170.4


Acquisition-related		2.8
Professional services associated with certain legal matters		4.7



Amortization of acquired intangible assets		669.9
Special charges (income) and other, net		(4.0)
Non-GAAP operating income		$	3,959.8
GAAP operating income as a percentage of net sales		36.9		%
Non-GAAP operating income as a percentage of net sales		46.9		%

Table of Contents

RECONCILIATION OF GAAP NET INCOME AND GAAP DILUTED NET INCOME PER COMMON SHARE TO NON-GAAP NET INCOME AND NON-GAAP DILUTED NET INCOME PER COMMON SHARE (in millions, except per share amounts)


	Fiscal Year
		2023
Net income, as reported		$	2,237.7

Share-based compensation expense		170.4


Acquisition-related		2.8
Professional services associated with certain legal matters		4.7



Amortization of acquired intangible assets		669.9
Special charges (income) and other, net		(4.0)
Loss on settlement of debt		8.3
Non-cash other expense, net		0.1



Other non-GAAP tax adjustment		263.2



Non-GAAP net income		$	3,353.1
GAAP net income as a percentage of net sales		26.5		%
Non-GAAP net income as a percentage of net sales		39.7		%
Diluted net income per common share, as reported		$	4.02
Non-GAAP diluted net income per common share		$	6.02
Diluted common shares outstanding, as reported		557.3
Diluted common shares outstanding non-GAAP		557.3

Table of Contents

APPENDIX B

MICROCHIP TECHNOLOGY INCORPORATED

~~2004 EQUITY INCENTIVE~~2001 EMPLOYEE STOCK PURCHASE PLAN

~~(As Amended and Restated on~~AS AMENDED AND RESTATED THROUGH MAY 23, 2023, SUBJECT TO STOCKHOLDER APPROVAL1

The following constitute the provisions of the 2001 Employee Stock Purchase Plan of Microchip Technology Incorporated, as amended through May ~~16, 2017, subject to stockholder approval)~~23, 2023.

1.~~Purposes~~Purpose. The purpose of the Plan is to provide employees of the Company and one or more of its Corporate Affiliates an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan have two components: a component that is intended to qualify as an "Employee Stock Purchase Plan" under Section 423 of the Code (the "423 Component") and a component that is not intended to qualify as an "employee stock purchase plan" under Section 423 of the Code (the "Non-423 Component"). The ~~purposes of this 2004 Equity Incentive Plan are:~~

•~~to attract and retain the best available personnel,~~

•~~to provide additional incentive to Service Providers, and~~

•~~to promote the success~~provisions of the ~~Company’s business.~~

~~Awards granted~~Plan with respect the 423 Component, accordingly, shall be construed so as to extend and limit participation in a uniform and nondiscriminatory basis consistent with the requirements of Section 423. An option to purchase shares of Common Stock under the ~~Plan may~~Non-423 Component will be ~~Nonstatutory Stock Options, Restricted Stock, Stock Appreciation Rights, Performance Shares, Performance Units~~granted pursuant to rules, procedures, or ~~Deferred Stock Units, as determined~~sub-plans adopted by the Administrator atdesigned to achieve tax, securities laws, or other objectives for Eligible Employees and the ~~time of grant.~~

2. ~~Definitions. As used~~Company. Except as otherwise provided herein, the ~~following definitions~~Non-423 Component will operate and be administered in the same manner as the 423 Component.

2. Definitions.

(a) "Administrator" shall ~~apply:~~

~~(a) “Administrator” means~~mean the Committee designated by the Board ~~or any of its Committees as shall be administering~~to administer the Plan ~~in accordance with~~pursuant to Section ~~4 of the Plan.~~14.

(b) “~~Applicable Laws” means the legal requirements relating to the administration of equity compensation plans under state and federal corporate and securities laws and the Code.~~

~~(c) “Award” means, individually or collectively, a grant under the Plan of Options, Restricted Stock, Stock Appreciation Rights, Performance Shares, Performance Units or Deferred Stock Units.~~

~~(d) “Award Agreement” means the written agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.~~

~~(e) “Awarded Stock” means the Common Stock subject to an Award.~~

~~(f) “~~"Board~~” means~~" shall mean the Board of Directors of the Company.

~~(g) “~~

(c) "Change of Control~~” means~~" shall mean the occurrence of any of the following ~~events, in one or a series of related transactions:~~events:

(1) any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than the Company, a subsidiary of the Company or a Company employee benefit plan, including any trustee of such plan acting as trustee, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors; or

~~(2)~~(i) a merger or ~~consolidation of~~other reorganization in which the Company ~~or any direct or indirect subsidiary of~~will not be the surviving corporation (other than a reorganization effected primarily to change the State in which the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;is incorporated); or

~~(3)~~

(ii) the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; or

~~(4)~~

(iii) a ~~change~~reverse merger in which the ~~composition~~Company is the surviving corporation but in which more than fifty percent (50%) of the ~~Board, as~~Company’s outstanding voting stock is transferred to a ~~result of which fewer than a majority of~~person or persons different from those who held the ~~directors are Incumbent Directors. “Incumbent Directors”~~stock immediately prior to such merger.

(d) "Code" shall mean directors who either (A) are Directors as of the date this Plan is approved by the Board, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors and whose election or nomination was not in connection with any transaction described in (1) or (2) above or in connection with an actual or threatened proxy contest relating to the election of directors of the Company.

~~(h) “Code” means~~ the Internal Revenue Code of 1986, as amended.

~~(i) “~~

(e) "Committee”" means a committee of the Board appointed by the Board in accordance with Section ~~4 of the Plan.~~14 hereof.

~~(j) “~~

(f) "Common Stock~~” means~~" shall mean the common stock of the ~~Company.~~Company, par value $0.001.

~~(k) “~~

(g) "Company~~” means~~" shall mean Microchip Technology ~~Incorporated.~~Incorporated, a Delaware corporation.

~~(l) “Consultant” means~~

(h) "Compensation" shall mean the following items paid to an Eligible Employee by the Company and/ or one or more Corporate Affiliates during such individual’s period of participation in the Plan: (i) regular base salary, and (ii) any ~~person, including an advisor, engaged~~pre-tax contributions made by the Eligible Employees to any Code Section 401(k) plan, any Code Section 125 Plan, any unfunded non-qualified deferred compensation plan described in Sections 201(2), 301(a)(3) or 401(a)(1) of ERISA, and (iii) all overtime payments, bonuses, commissions, profit-sharing distributions and other incentive type payments. There shall be excluded any contributions (except 401(k) and 125 contributions) made on the Eligible Employee’s behalf by the Company or ~~a Parent~~Corporate Affiliate.

1Adjusted to reflect all prior stock splits.

Table of Contents

(i) "Corporate Affiliate" shall mean any parent or ~~Subsidiary to render services and who is compensated for such services. The term Consultant shall not include Directors who are compensated by~~subsidiary of the Company ~~only for their service as Directors.~~

~~(m) “Deferred Stock Unit” means a deferred stock unit Award granted to a Participant pursuant to Section 13.~~

~~(n) “Director” means a member of the Board.~~

~~(o) “Disability” means total and permanent disability as~~(as defined in Section ~~22(e)(3)~~424 of the ~~Code.~~Code) which is incorporated in the United States, including any parent or subsidiary corporation which becomes such after the Effective Date.

~~(p) “~~

(j) "Effective Date" shall mean March 1, 2002.

(k) "Eligible Employee~~” means~~" shall mean any ~~person, including Officers~~individual who is a common law employee of any Participating Company and ~~Directors, employed by~~whose customary employment with the Participating Company or group of Participating Companies is at least 20 hours per week and more than five (5) months in any ~~Parent or Subsidiary~~calendar year. For purposes of the ~~Company. A Service Provider~~Plan, the employment relationship shall ~~not cease to~~ be ~~an Employee in~~treated as continuing intact while the ~~case of (i) any~~individual is on sick leave or other leave of absence approved by the ~~Company~~Company. Where the period of leave exceeds 90 days and the individual's right to reemployment is not guaranteed either by statute or ~~(ii) transfers between locations~~in writing signed by a duly authorized officer of the Company, ~~or between~~ the ~~Company, its Parent, any Subsidiary, or any successor. Neither service as a Director nor payment~~employment relationship shall be deemed to have terminated on the 91st day of ~~a director’s fee~~such leave. Unless otherwise determined by the ~~Company~~Administrator, with respect to the Non-423 Component, any individual otherwise meeting the requirements to be an “Eligible Employee” will only qualify as an Eligible Employee if such individual is tax resident in the United States as of the first Trading Day of any Offering Period.

(l) "Entry Date" shall ~~be sufficient to constitute “employment” by~~mean the ~~Company.~~first Trading Day of any Offering Period. An Entry Date occurs on the first Trading Day in March or September.

~~(q) “Exchange Act” means~~

(m) "ERISA" shall mean the ~~Securities Exchange Act~~Employee Retirement Income Security of ~~1934,~~1974, as amended.

~~(r) “~~

(n) "Exercise Date" shall mean the first Trading Day of March and September.

(o) "Fair Market Value~~” means, as of any date, the value of Common Stock determined as follows:~~

(1) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market of the National Association of Securities Dealers, Inc. Automated Quotation (“Nasdaq”) System, the Fair Market Value of a Share of Common Stock" shall bemean the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such ~~system~~exchange or ~~exchange (or the exchange with the greatest volume of trading in Common Stock)~~system on the ~~day~~date of determination, as reported in The Wall Street Journal or such other source as the ~~Administrator~~Board deems reliable; provided, however, that if there is no closing sales price (or closing bid price, if applicable) for such date, then the closing sales price (or closing bid price, if applicable) for the next day for which such quotation exists.

~~(2) If~~

(p) "Offering Periods" shall mean a period of time during which an option granted pursuant to the ~~Common Stock is quoted~~Plan may be exercised. The Plan shall be implemented by a series of Offering Periods ("Series of Offering Periods"). Each Series of Offering Periods shall contain four (4) Offering Periods. The first Offering Period in the Series shall commence on the ~~Nasdaq System (but not~~first Trading Day on or after March 1, 2002, and shall end on the ~~Nasdaq National Market thereof)~~first Trading Day on or ~~is regularly quoted~~after March 1, 2004 (the "Last Day of the Series"). The second Offering Period in the Series shall commence on the next following Entry Date, shall last approximately 18 months and shall end on the Last Day of the Series. The third Offering Period in the Series shall commence on the next following Entry Date, shall last approximately 12 months and shall end on the Last Day of the Series. The fourth Offering Period in the Series shall commence on the next following Entry Date, shall last approximately six (6) months and shall end on the Last Day of the Series. A new Series of Offering Periods shall commence on the Last Day of the Series. The duration and timing of Offering Periods may be changed pursuant to Section 20 of this Plan.

(q) "Participating Company" shall mean the Company and such Corporate Affiliates as may be designated from time to time by ~~a recognized securities dealer but selling prices~~the Board to extend the benefits of the Plan to their Eligible Employees. The Companies participating in the Plan are ~~not reported,~~listed on the attached Schedule A.

(r) "Plan" shall mean this Employee Stock Purchase Plan.

(s) "Purchase Period" shall mean the approximately six (6) month period commencing on one Exercise Date and ending with the next Exercise Date, except that the first Purchase Period of any Offering Period shall commence on the first Entry Date and end with the next Exercise Date.

(t) "Purchase Price" shall mean 85% of the Fair Market Value of a ~~Share~~share of ~~Common Stock shall be the mean between the high bid and low asked prices for the~~ Common Stock on the Entry Date or on the Exercise Date, whichever is lower; provided, however, that the Purchase Price may be adjusted by the Administrator pursuant to Section 20.

(u) "Trading Day" shall mean a day on which national stock exchanges and the Nasdaq System are open for trading.

Table of Contents

3. Eligibility.

(a) Generally. Any Eligible Employee on a given Entry Date shall be eligible to participate in the Plan.

(b) Limitations. Any provisions of the Plan to the contrary notwithstanding, no Eligible Employee shall be granted an option under the Plan (i) to the extent that, immediately after the grant, such Eligible Employee (or any other person whose stock would be attributed to such Eligible Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company and/or hold outstanding options to purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Subsidiary, or (ii) to the extent that his or her rights to purchase stock under all employee stock purchase plans of the Company and its subsidiaries accrues at a rate which exceeds $25,000.00 worth of stock (determined at the fair market value of the shares at the time such option is granted) for each calendar year in which such option is outstanding at any time.

4. Offering Periods. The Plan shall be implemented by a series of Offering Periods (“Series of Offering Periods”). Each Series of Offering Periods shall contain four (4) Offering Periods. The first Offering Period in the Series shall commence on the first Trading Day on or after March 1, 2002, and shall end on the first Trading Day on or after March 1, 2004 (the “Last Day of the Series”). The second Offering Period in the Series shall commence on the next following Entry Date, shall last ~~market trading day~~approximately 18 months and shall end on the Last Day of the Series. The third Offering Period in the Series shall commence on the next following Entry Date, shall last approximately 12 months and shall end on the Last Day of the Series. The fourth Offering Period in the Series shall commence on the next following Entry Date, shall last approximately six (6) months and shall end on the Last Day of the Series. A new Series of Offering Periods shall commence on the Last Day of the Series. The duration and timing of Offering Periods may be changed pursuant to Section 20 of this Plan.

5. Participation. An Eligible Employee may become a participant in the Plan by enrolling via E*Trade or completing a subscription agreement authorizing payroll deductions in the form approved by the Administrator and filing it with the Company's stock plan administrator, on a date determined by such administrator, which shall be no later than five (5) Trading Days prior to the applicable Entry Date.

6. Payroll Deductions.

(a) At the time a participant enrolls via E*Trade or files his or her subscription agreement, he or she shall elect to have payroll deductions made on each pay day during the Offering Period in any multiple of ~~determination, as reported in The Wall Street Journal~~one-percent (1%), but not exceeding ten-percent (10%) of the Compensation which he or she receives during each Purchase Period; provided, however, that should a payday occur on an Exercise Date, a participant shall have the payroll deductions made on such ~~other source~~day applied to his or her account under the new Offering Period or Purchase Period, as the ~~Administrator deems reliable;~~case may be. A participant's elections via E*Trade enrollment or a subscription agreement shall remain in effect for successive Offering Periods unless terminated as provided in Section 10 hereof.

~~(3) In~~

(b) Payroll deductions for a participant shall commence on the ~~absence of an established market~~first payday following the Entry Date and shall end on the last payday in the Offering Period to which such authorization is applicable, unless sooner terminated by the participant as provided in Section 10 hereof. All payroll deductions made for ~~the Common Stock, the Fair Market Value~~a participant shall be ~~determined~~credited to his or her account under the Plan and shall be withheld in ~~good faith~~whole percentages only. A participant may not make any additional payments into such account.

(c) A participant may discontinue his or her participation in the Plan as provided in Section 10 hereof, or may decrease (but not increase) the rate of his or her payroll deductions during the Offering Period by changing deductions via E*Trade or completing or filing with the ~~Administrator.~~Company a new subscription agreement authorizing a change in payroll deduction rate. No more than one (1) such reduction shall be allowed in any Purchase Period. A participant may only increase the rate of his or her payroll deductions beginning with the next Offering Period which lasts 24 months. The change in rate shall be effective as soon as administratively practicable.

~~(s) “Fiscal Year” means a fiscal year of~~

(d) Notwithstanding the ~~Company.~~

~~(t) “Fiscal Quarter” means a fiscal quarter of~~foregoing, to the ~~Company.~~

~~(u) “Non-Employee Director” means a member of the Board who is not an Employee.~~

~~(v) “Nonstatutory Stock Option” means an Option not intended~~extent necessary to ~~qualify as an incentive stock option under~~comply with Section ~~422~~423(b)(8) of the Code and ~~regulations promulgated thereunder.~~

~~(w) “Notice of Grant” means~~Section 3(b) hereof, a ~~written~~participant's payroll deductions may be decreased to zero percent (0%) at any time during a Purchase Period. Payroll deductions shall recommence at the rate provided in such participant's E*Trade elections or ~~electronic notice evidencing certain terms and conditions of an individual Award. The Notice of Grant is part~~subscription agreement at the beginning of the ~~Option Agreement.~~first Purchase Period which is scheduled to end in the following calendar year, unless terminated by the participant as provided in Section 10 hereof.

~~(x) “Officer” means a person who~~

(e) At the time the option is ~~an officer~~exercised, in whole or in part, or at the time some or all of the ~~Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.~~

~~(y) “Option” means a stock option granted pursuant to the Plan.~~

~~(z) “Option Agreement~~” means a written or electronic agreement between the Company and a Participant evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan.

~~(aa) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.~~

~~(bb) “Participant” means the holder of an outstanding Award granted under the Plan.~~

~~(cc) “Performance Goals~~” means the goal(s) (or combined goal(s)) determined by the Administrator (in its discretion) to be applicable to a Participant with respect to an Award. As determined by the Administrator, the performance measures for any performance period will be any one or more of the following objective performance criteria, applied to either the Company as a whole or, except with respect to stockholder return metrics, to a region, business unit, affiliate or business segment or specific product or products, and measured either on an absolute basis or relative to a pre-established target, to a previous period’s results or to a designated comparison group, and, with respect to financial metrics, which may be determined in accordance with United States Generally Accepted Accounting Principles (“GAAP”), in accordance with accounting principles established by the International Accounting Standards Board (“IASB Principles”) or which may be adjusted when established to exclude any items otherwise includable under GAAP or under IASB Principles or any other objectively determinable items including, without limitation, (a) any extraordinary non-recurring items, (b) the effect of any merger, acquisition, or other business combination or divestiture, or (c) the effect of any changes in accounting principles affecting the Company’s or a business units’, region’s, affiliate’s or business segment’s reported results: (i) cash flow (including operating cash flow or free cash flow), (ii) cash position, (iii) revenue (on an absolute basis or adjusted for currency effects), (iv) revenue growth, (v) contribution margin, (vi) gross margin or gross margin as a percentage of revenue, (vii) operating margin or operating margin as a percentage of revenue (viii) operating expenses or operating expenses as a percentage of revenue, (ix) earnings (which may include earnings before interest and taxes, earnings before taxes and net earnings), (x) earnings per share, (xi) net income, (xii) stock price, (xiii) return on equity, (xiv) total stockholder return, (xv) growth in stockholder value relative to a specified publicly reported index (such as the S&P 500 Index), (xvi) return on capital, (xvii) return on assets or net assets, (xviii) return on investment, (xix) operating profit or net operating profit, (xx) market share (which may include ranking for a specific product line or market share percentage for a given product line), (xxi) contract awards or backlog, (xxii) overhead or other expense reduction, (xxiii) credit rating, (xxiv) objective customer indicators, (xxv) new product invention or innovation, (xxvi) attainment of research and development milestones, (xxvii) improvements in productivity, (xxviii) attainment of objective operating goals, and (xxix) objective employee metrics. The Performance Goals may differ from Participant to Participant and from Award to Award.

~~(dd) “Performance Share” means a performance share Award granted to a Participant pursuant to Section 11.~~

~~(ee) “Performance Unit” means a performance unit Award granted to a Participant pursuant to Section 12.~~

~~(ff) “Plan” means this 2004 Equity Incentive Plan.~~

~~(gg) “Restricted Stock” means Shares granted pursuant to Section 10 of the Plan.~~

~~(hh) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.~~

~~(ii) “Section 16(b)” means Section 16(b) of the Exchange Act, as amended.~~

~~(jj) “Service Provider” means an Employee, Consultant or Non-Employee Director.~~

~~(kk) “Share” means a share of the~~Company's Common Stock ~~as adjusted in accordance with Section 19 of the Plan.~~

~~(ll) “Stock Appreciation Right” or “SAR” means an Award granted pursuant to Section 9 of the Plan.~~

~~(mm) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.~~

3. ~~Stock Subject to the Plan. Subject to the provisions of Section 19 of the Plan, the maximum aggregate number of Shares which may be~~ issued under the Plan is ~~36,300,000 Shares plus~~disposed of, the participant must make adequate provision for the Company's federal,

Table of Contents

state, or other tax withholding obligations, if any, ~~Shares subject~~which arise upon the exercise of the option or the disposition of the Common Stock. At any time, the Company may, but shall not be obligated to, withhold from the participant's compensation the amount necessary for the Company to meet applicable withholding obligations, including any ~~outstanding options under~~withholding required to make available to the ~~Company’s 1993~~Company any tax deductions or ~~1997 Nonstatutory~~benefits attributable to sale or early disposition of Common Stock by the Eligible Employee.

7. Grant of Option ~~Plans that expire unexercised,~~. On the Entry Date of each Offering Period, each Eligible Employee participating in such Offering Period shall be granted an option to purchase on each Exercise Date during such Offering Period (at the applicable Purchase Price) up to a ~~maximum~~number of ~~an additional 5,000,000 Shares.~~

~~The Shares may be authorized, but unissued, or reacquired~~shares of the Company's Common ~~Stock.~~

~~If an Award expires or becomes unexercisable without having been exercised~~Stock determined by dividing such Eligible Employee's payroll deductions accumulated prior to such Exercise Date and retained in ~~full, or with respect to Restricted Stock, Performance Shares, Performance Units or Deferred Stock Units, is forfeited to or repurchased~~the Participant's account as of the Exercise Date by the ~~Company,~~applicable Purchase Price; provided that in no event shall an Eligible Employee be permitted to purchase during each Purchase Period more than 15,000 shares of the ~~unpurchased Shares (or for Awards other~~Company's Common Stock (subject to any adjustment pursuant to Section 19), and provided further that such purchase shall be subject to the limitations set forth in Sections 3(b) and 6 hereof. The Eligible Employee may accept the grant of such option by enrolling via E*Trade or turning in a completed Subscription Agreement (attached hereto as Exhibit A) to the stock plan administrator, on a date determined by such administrator, which shall be no later than ~~Options and SARs, the forfeited or repurchased Shares) which were subject thereto shall become available~~five (5) Trading Days prior to an applicable Entry Date. The Administrator may, for future ~~grant~~Offering Periods, increase or ~~sale under~~decrease, in its absolute discretion, the maximum number of shares of the Company's Common Stock an Eligible Employee may purchase during each Purchase Period of such Offering Period. Exercise of the option shall occur as provided in Section 8 hereof, unless the participant has withdrawn pursuant to Section 10 hereof. The option shall expire on the last day of the Offering Period.

8. Exercise of Option.

(a) Unless a participant withdraws from the Plan ~~(unless~~as provided in Section 10 hereof, his or her option for the ~~Plan has terminated). With respect~~purchase of shares shall be exercised automatically on the Exercise Date, and the maximum number of full shares subject to ~~SARs,~~option shall be purchased for such participant at the ~~gross Shares issued (i.e., Shares actually issued pursuant~~applicable Purchase Price with the accumulated payroll deductions in his or her account. No fractional shares shall be purchased; any payroll deductions accumulated in a participant's account which are not sufficient to purchase a ~~Stock Appreciation Right,~~full share shall be retained in the participant's account for the subsequent Purchase Period or Offering Period, subject to earlier withdrawal by the participant as ~~well as~~provided in Section 10 hereof. Any other funds left over in a participant's account after the Shares that represent payment of the exercise price and any applicable tax withholdings) pursuant to a SAR will cease to be available under the Plan. Shares that have actually been issued under the Plan under any AwardExercise Date shall ~~not~~ be returned to the ~~Plan and shall not become available for future distribution under~~participant. During a participant's lifetime, a participant's option to purchase shares hereunder is exercisable only by him or her.

(b) If the ~~Plan;~~ ~~provided~~, ~~however~~,Administrator determines that, if Shares of Restricted Stock, Performance Shares, Performance Units or Deferred Stock Units are repurchased by the Company at their original purchase price or are forfeited to the Company, such Shares shall become available for future grant under the Plan. Shares used to pay the exercise price or purchase price, if applicable, of an Award shall become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than stock, such cash payment shall not result in reducingon a given Exercise Date, the number of ~~Shares available for issuance under the Plan.~~

4. ~~Administration of the Plan~~.

~~(a)~~ ~~Procedure~~.

~~(1)~~ ~~Multiple Administrative Bodies. The Plan may be administered by different Committees~~shares with respect to ~~different groups of Service Providers.~~

~~(2)~~ ~~Section 162(m). To the extent that the Administrator determines it~~which options are to be desirable to qualify Options granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more “outside directors” within the meaning of Section 162(m) of the Code.

~~(3)~~ ~~Rule 16b-3~~. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3.

~~(4)~~ ~~Other Administration. Other than as provided above, the Plan shall be administered by (A) the Board or (B) a Committee, which committee shall be constituted to satisfy Applicable Laws.~~

~~(b)~~ ~~Powers of the Administrator~~. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion:

~~(1) to determine the Fair Market Value of the Common Stock, in accordance with Section 2(u) of the Plan;~~

~~(2) to select the Service Providers to whom Awards~~exercised may ~~be granted hereunder (other than the automatic grants to Non-Employee Directors provided for in Section 17 of the Plan);~~

~~(3) to determine whether and to what extent Awards or any combination thereof, are granted under the Plan;~~

~~(4) to determine~~exceed (i) the number of shares of Common Stock ~~or equivalent units to be covered by each Award granted~~that were available for sale under the ~~Plan;~~

~~(5) to approve forms~~Plan on the Entry Date of ~~agreement~~the applicable Offering Period, or (ii) the number of shares available for ~~use~~sale under the ~~Plan;~~

~~(6) to determine~~Plan on such Exercise Date, the ~~terms and conditions, not inconsistent with~~Administrator may in its sole discretion (x) provide that the ~~terms~~Company shall make a pro rata allocation of ~~the Plan, of any award granted under the Plan. Such terms and conditions include, but are not limited to, the exercise price, the time or times~~

when Options or SARs may be exercised or other Awards vest (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the shares of Common Stock ~~relating thereto, based in each case~~available for purchase on such ~~factors~~Entry Date or Exercise Date, as ~~the Administrator,~~applicable, in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all participants exercising options to purchase Common Stock on such Exercise Date, and continue all Offering Periods then in effect, or (y) provide that the Company shall ~~determine;~~make a pro rata allocation of the shares available for purchase on such Entry Date or Exercise Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all participants exercising options to purchase Common Stock on such Exercise Date, and terminate any or all Offering Periods then in effect pursuant to Section 20 hereof. The Company may make pro rata allocation of the shares available on the Entry Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional shares for issuance under the Plan by the Company's shareholders subsequent to such Entry Date.

~~(7)~~

9. Delivery. As soon as reasonably practicable after each Exercise Date on which a purchase of shares occurs, the Company shall arrange the delivery to ~~construe~~each participant the shares purchased upon exercise of his or her option in a form determined by the Administrator.

10. Withdrawal.

(a) At any time prior to the last five (5) Trading Days of a Purchase Period, a participant may withdraw from the Plan by giving written notice to the Company in the form approved by the Administrator. The participant shall elect to either have (i) all of the participant's payroll deductions credited to his or her account used to purchase shares at the next Exercise Date or (ii) all payroll deductions credited to his or her account refunded. In neither event will any further payroll deductions for the purchase of shares be made for such Offering Period. If a participant withdraws from an Offering Period, the participant may not re-enroll in the Plan until the next Offering Period which lasts 24 months, and ~~interpret~~payroll deductions shall

Table of Contents

not resume at the ~~terms~~beginning of such Offering Period unless the participant re-enrolls in the Plan via E*Trade or delivers to the Company a new subscription agreement in a manner provided for in Section 5.

(b) A participant's withdrawal from an Offering Period shall not have any effect upon his or her eligibility to participate in any similar plan which may hereafter be adopted by the Company.

11. Termination of Employment. In the event a participant ceases to be an Eligible Employee of the Company or any Participating Company (other than as a result of death or Permanent Disability), any payroll deductions credited to such participant's account during the Offering Period but not yet used to purchase shares under the Plan shall be returned to such participant and such participant's option shall be automatically terminated. In the event a participant ceases to be an Employee of the Company or any Participating Company as a result of death or Permanent Disability, then such participant (or personal representative of the estate of the deceased participant) may elect at any time prior to the last five (5) Trading Days of a Purchase Period in which such termination occurs, to (i) have all of such participant’s payroll deductions for such Purchase Period refunded to the Participant or (ii) have all such payroll deductions used to purchase the Company’s common stock on the Exercise Date following such termination. Further, if a Participant transfers from an offering under the 423 Component to the Non-423 Component, the exercise of the option will be qualified under the 423 Component only to the extent it complies with Section 423 of the Code, unless otherwise provided by the Administrator.

12. Interest. No interest shall accrue on the payroll deductions of a participant in the Plan.

13. Stock.

(a) Subject to adjustment upon changes in capitalization of the Company as provided in Section 19 hereof, as of August 15, 2003, the number of shares of the Company's Common Stock which shall be made available for sale under the Plan shall be 6,550,000 shares, plus up to 300,000 remaining unissued shares available as of the Effective Date under the Company’s previous ESPP, and plus beginning January 1, 2005, and each January 1 thereafter during the term of the Plan, ~~and Awards;~~

(8) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws;

~~(9) to modify or amend each Award (subject to Sections 8(c), 9(b) and 21(c)~~an automatic annual increase in shares reserved of the ~~Plan), including the discretionary authority to extend the post-termination exercisability period~~lesser of ~~Options and SARs longer than is otherwise provided for in the Plan;~~

~~(10) to authorize any person to execute on behalf~~(i) 3,000,000 shares, (ii) one half of ~~the Company any instrument required to effect the grant of an Award previously granted by the Administrator;~~

(11) to allow Participants to satisfy withholding tax obligations by electing to have the Company withhold from the Shares or cash to be issued upon exercise or vesting of an Award (or distribution of a Deferred Stock Unit) that number of Shares or cash having a Fair Market Value equal to the minimum amount required to be withheld (but no more). The Fair Market Value of any Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares or cash withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable;

~~(12) to determine the terms and restrictions applicable to Awards; and~~

~~(13) to make all other determinations deemed necessary or advisable for administering the Plan.~~

~~(c)~~ ~~Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations shall be final and binding on all Participants and any other holders of Awards.~~

5. ~~Eligibility~~. Restricted Stock, Performance Shares, Performance Units, Stock Appreciation Rights, Deferred Stock Units and Nonstatutory Stock Options may be granted to Service Providers. Non-Employee Directors shall only receive Awards pursuant to Section 17 of the Plan.

6. ~~Limitations~~.

~~(a)~~ ~~Nonstatutory Stock Option. Each Option shall be designated in the Notice of Grant as a Nonstatutory Stock Option.~~

~~(b)~~ ~~No Employment Rights~~. Neither the Plan nor any Award shall confer upon a Participant any right with respect to continuing the Participant’s employment with the Company or its Subsidiaries, nor shall they interfere in any way with the Participant’s right or the Company’s or Subsidiary’s right, as the case may be, to terminate such employment at any time, with or without cause or notice.

~~(c)~~ ~~162(m) Limitations. The following limitations shall apply to grants of Options and Stock Appreciation Rights to Participants:~~

(1) No Participant shall be granted, in any Fiscal Year, Options and Stock Appreciation Rights to purchase more than 1,500,000 Shares; provided, however, that such limit shall be 4,000,000 Shares in the Participant’s first Fiscal Year of Company service.

~~(2) The foregoing limitations shall be adjusted proportionately in connection with any change in the Company’s capitalization as described in Section 19(a).~~

~~(d)~~ ~~Minimum Vesting Requirements~~.

~~(1)~~ ~~General. Except as specified in Section 6(d)(2), Awards will vest no earlier than the~~ one (1)-year anniversary of such Award’s grant date (except if accelerated pursuant to a Change of Control or a termination of the Participant’s status as a Service Provider due to a Participant’s death, or a Participant’s Disability) (each, an “Acceleration Event”).

~~(2)~~ ~~Exception. Awards may be granted to any Service Provider without regard to the minimum vesting requirements set forth in Section 6(d)(1) if the Shares subject to such Awards would not result in more than five~~ percent ~~(5%~~(0.5%) of the ~~maximum aggregate number~~then outstanding shares of ~~Shares reserved for issuance pursuant to all outstanding Awards granted under the Plan (the “5% Limit”). Any Awards that have their vesting discretionarily accelerated (except if accelerated pursuant to an Acceleration Event) are subject to the 5% Limit. For purposes~~our common stock, or (iii) such lesser amount as is approved by our Board of clarification, the Administrator may accelerate the vesting of any Awards pursuant to an Acceleration Event without such vesting acceleration counting toward the 5% Limit. The 5% Limit applies in the aggregate to Awards that do not satisfy the minimum vesting requirements as set forth in Section 6(d)(1) and to the discretionary vesting acceleration of Awards specified in this Section 6(d)(2).

7. ~~Term of Plan. The Plan is effective as of October 1, 2004 (the “Effective Date”). It shall continue in effect until May 22, 2022, unless sooner terminated under Section 21 of the Plan.~~

8. ~~Stock Options~~.

~~(a)~~ ~~Term. The term of each Option shall be stated in the Notice of Grant;~~Directors; provided, however, that the ~~term~~shares under the Company’s previous ESPP shall not be ~~ten (10) years from~~available for issuance under the ~~date of grant or~~Plan to the extent that such ~~shorter term as may be provided~~reservation would, in the ~~Notice of Grant.~~

~~(b)~~ ~~Option Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by the Administrator and shall be no less than 100%~~opinion of the ~~Fair Market Value per share on the date of grant.~~

~~(c)~~ ~~No Repricing. The exercise price for an Option may not be reduced. This shall include, without limitation,~~Company’s independent auditors, result in a ~~repricing of the Option as well as an Option exchange program whereby the Participant agrees to cancel an existing Option in exchange for an Option, SAR, other Award or cash.~~

~~(d)~~ ~~Waiting Period and Exercise Dates~~. At the time an Option is granted, the Administrator shall fix the period within which the Option may be exercised and shall determine any conditions which must be satisfied before the Option may be exercised. In so doing, the Administrator may specify that an Option may not be exercised until the completion of a service period.

~~(e)~~ ~~Form of Consideration~~. The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment. Subject to Applicable Laws, such consideration may consist entirely of:

~~(1) cash;~~

~~(2) check;~~

(3) other Shares which (A) in the case of Shares acquired upon exercise of an option have been owned by the Participant for more than six months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised;

(4) delivery of a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and deliverycompensation expense to the Company ~~of the sale proceeds required to pay the exercise price;~~under either EITF 97-12 or ASC 718.

~~(5) any combination of the foregoing methods of payment; or~~

~~(6) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws.~~

~~(f)~~ ~~Exercise of Option~~.

Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement.

~~An Option may not be exercised for a fraction of a Share.~~

An Option shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse.(b) Until the ~~stock certificate evidencing such Shares is~~shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), a participant shall only have the rights of an unsecured creditor with respect to such shares, and no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to such shares.

(c) Shares to be delivered to a participant under the ~~optioned stock, notwithstanding~~Plan shall be held in a brokerage account in street name.

14. Administration. The Administrator shall administer the Plan and shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan. Every finding, decision and determination made by the Administrator shall, to the full extent permitted by law, be final and binding upon all parties.

15. Designation of Beneficiary.

(a) A participant may file a written designation of a beneficiary who is to receive any payroll deductions, if any, from the participant's account under the Plan in the event of such participant's death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such participant of such payroll deductions. In addition, a participant may file a written designation of a beneficiary who is to receive any payroll deductions from the participant's account under the Plan in the event of such participant's death prior to exercise of the ~~Option. The Company~~option. If a participant is married and the designated beneficiary is not the spouse, spousal consent shall ~~issue (or cause~~be required for such designation to be ~~issued) such stock certificate promptly after~~effective.

(b) Such designation of beneficiary may be changed by the ~~Option is exercised. No adjustment will be made for a dividend or other right for which~~participant at any time by written notice. In the ~~record date is prior to the date the stock certificate is issued, except as provided in Section 19~~event of the ~~Plan.~~

~~Exercising an Option~~death of a participant and in ~~any manner shall decrease the number of Shares thereafter available for sale under the Option, by the number of Shares as to which the Option is exercised.~~

~~(g)~~ ~~Termination of Relationship as a Service Provider~~. If a Participant ceases to be a Service Provider, other than upon the Participant’s misconduct, death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a ~~specified~~beneficiary validly designated under the Plan who is living at the time inof such participant's death, the ~~Option Agreement,~~Company shall deliver such payroll deductions to the ~~Option shall remain exercisable for three (3) months following the Participant’s termination. If, on the date of termination, the Participant is not vested as to his~~executor or ~~her entire Option, the Shares covered by the unvested portion~~administrator of the ~~Option shall revert~~estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such payroll deductions to the ~~Plan. If, after termination,~~spouse or to any one or more dependents or relatives

Table of Contents

of the ~~Participant does not exercise his~~participant, or ~~her Option within~~if no spouse, dependent or relative is known to the ~~time specified by~~Company, then to such other person as the Company may designate.

(c) All beneficiary designations shall be in such form and manner as the Administrator ~~the Option shall terminate, and the Shares covered by such Option shall revert~~may designate from time to time.

16. Transferability. Neither payroll deductions credited to a participant's account nor any rights with regard to the ~~Plan.~~

~~(h)~~ ~~Disability. If a Participant ceases~~exercise of an option or to ~~be a Service Provider as a result of~~receive shares under the Participant’s Disability, the Participant may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for six (6) months following the Participant’s termination. If, on the date of termination, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Participant does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

~~(i)~~ ~~Death of Participant. If a Participant dies while a Service Provider, the Option~~Plan may be ~~exercised following the Participant’s death within such period~~assigned, transferred, pledged or otherwise disposed of ~~time as is specified~~ in ~~the Option Agreement (but in no event may the option be exercised later~~any way (other than ~~the expiration of the term of such Option as set forth in the Option Agreement),~~ by ~~the personal representative of the Participant’s estate,~~ ~~provided~~ such representative has been designated prior to Participant’s death in a form acceptable to the Administrator. If no such representative has been designated by the Participant, then such Option may be exercised by the person(s) to whom the Option is transferred pursuant to the Participant’s will, ~~or in accordance with~~ the laws of descent and ~~distribution. In~~distribution or as provided in Section 15 hereof) by the ~~absence~~participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds from an Offering Period in accordance with Section 10 hereof.

17. Use of ~~a specified time~~Funds. All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions except under any offering under the Plan or for participants in the ~~Option Agreement, the Option shall remain exercisable~~Non-423 Component for ~~twelve (12) months following Participant’s death. If the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert~~which Applicable Laws require that Contributions to the ~~Plan.~~Plan by participants be segregated from the Company’s general corporate funds and/or deposited with an independent third party. Until shares are issued, participants shall only have the rights of an unsecured creditor.

9. ~~Stock Appreciation Rights~~.

~~(a)~~ ~~Grant of SARs~~18. Reports. ~~Subject to the terms and conditions of the Plan, SARs may be granted to Participants at any time and from time to time as~~Individual accounts shall be ~~determined by~~maintained for each participant in the ~~Administrator, in its sole discretion. The Administrator~~Plan. Statements of account shall ~~have complete discretion~~be given to ~~determine~~participating Eligible Employees at least annually, which statements shall set forth the amounts of payroll deductions, the Purchase Price, the number of ~~SARs granted to any Participant.~~

~~(b)~~ ~~Exercise Price and Other Terms. Subject to Section 4(c) of the Plan, the Administrator, subject to the provisions of the Plan, shall have complete discretion to determine the terms and conditions of SARs granted under the~~

~~Plan;~~ ~~provided~~, ~~however~~, that no SAR may have a term of more than ten (10) years from the date of grant. The per share exercise price for the Shares or cash to be issued pursuant to exercise of an SAR shall be determined by the Administrator and shall be no less than 100% of the Fair Market Value per share on the date of grant. The exercise price may not be reduced. This shall include, without limitation, a repricing of the SAR as well as an SAR exchange program whereby the Participant agrees to cancel an existing SAR in exchange for an Option, SAR, other Award or cash.

~~(c)~~ ~~Payment of SAR Amount. Upon exercise of an SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying:~~

~~(1) the difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times~~

~~(2) the number of Shares with respect to which the SAR is exercised.~~

With respect to SARs settled in Shares, until the stock certificate evidencing such Shares is issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the SAR, notwithstanding the exercise of the SAR.

~~(d)~~ ~~Payment Upon Exercise of SAR. At the discretion of the Administrator, payment for an SAR may be in cash, Shares or a combination thereof.~~

~~(e)~~ ~~SAR Agreement~~. Each SAR grant shall be evidenced by an Award Agreement that shall specify the exercise price, the term of the SAR, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, shall determine.

~~(f)~~ ~~Expiration of SARs. An SAR granted under the Plan shall expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement.~~

~~(g)~~ ~~Termination of Relationship as a Service Provider~~. If a Participant ceases to be a Service Provider, other than upon the Participant’s death or Disability termination, the Participant may exercise his or her SAR within such period of time as is specified in the SAR Agreement to the extent that the SAR is vested on the date of termination (but in no event later than the expiration of the term of such SAR as set forth in the SAR Agreement). In the absence of a specified time in the SAR Agreement, the SAR shall remain exercisable for three (3) months following the Participant’s termination. If, on the date of termination, the Participant is not vested as to his or her entire SAR, the Shares covered by the unvested portion of the SAR shall revert to the Plan. If, after termination, the Participant does not exercise his or her SAR within the time specified by the Administrator, the SAR shall terminate,shares purchased and the ~~Shares covered by such SAR shall revert to the Plan.~~remaining cash balance, if any.

~~(h)~~ ~~Disability~~. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her SAR within such period of time as is specified in the SAR Agreement to the extent the SAR is vested on the date of termination (but in no event later than the expiration of the term of such SAR as set forth in the SAR Agreement). In the absence of a specified time in the SAR Agreement, the SAR shall remain exercisable for six (6) months following the Participant’s termination. If, on the date of termination, the Participant is not vested as to his or her entire SAR, the Shares covered by the unvested portion of the SAR shall revert to the Plan. If, after termination, the Participant does not exercise his or her SAR within the time specified herein, the SAR shall terminate, and the Shares covered by such SAR shall revert to the Plan.

~~(i)~~ ~~Death of Participant~~. If a Participant dies while a Service Provider, the SAR may be exercised following the Participant’s death within such period of time as is specified in the SAR Agreement (but in no event may the SAR be exercised later than the expiration of the term of such SAR as set forth in the SAR Agreement), by the personal representative of the Participant’s estate, ~~provided~~ such representative has been designated prior to Participant’s death in a form acceptable to the Administrator. If no such representative has been designated by the Participant, then such SAR may be exercised by the person(s) to whom the SAR is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified time in the SAR Agreement, the SAR shall remain exercisable for twelve (12) months following Participant’s death. If the SAR is not so exercised within the time specified herein, the SAR shall terminate, and the Shares covered by such SAR shall revert to the Plan.

~~10.~~ ~~Restricted Stock~~.

~~(a)~~ ~~Grant of Restricted Stock~~. Subject to the terms and conditions of the Plan, Restricted Stock may be granted to Participants at any time as shall be determined by the Administrator, in its sole discretion. The Administrator shall have complete discretion to determine (i) the number of Shares subject to a Restricted Stock award granted to any Participant (~~provided~~ ~~that during any Fiscal Year, no Participant shall be granted more than 300,000 Shares of Restricted Stock);~~ ~~provided~~, ~~however~~, that such limit shall be 750,000 Shares in the Participant’s first Fiscal Year of Company service, and (ii) the conditions that must be satisfied, which typically will be based principally or solely on continued provision of services but may include a performance-based component, upon which is conditioned the grant or vesting of Restricted Stock.

~~(b)~~ ~~Restricted Stock Units~~. Restricted Stock may be granted in the form of Restricted Stock or units to acquire Shares. Each such unit shall be the equivalent of one Share for purposes of determining the number of Shares subject to an Award. With respect to the units to acquire Shares, until the Shares are issued, no right to vote or receive dividends or any other rights as a stockholder shall exist.

~~(c)~~ ~~Other Terms~~. The Administrator, subject to the provisions of the Plan, shall have complete discretion to determine the terms and conditions of Restricted Stock granted under the Plan. Restricted Stock grants shall be subject to the terms, conditions, and restrictions determined by the Administrator at the time the stock is awarded. The Administrator may require the recipient to sign a Restricted Stock Award agreement as a condition of the award. Any certificates representing the Shares of stock awarded shall bear such legends as shall be determined by the Administrator.

~~(d)~~ ~~Restricted Stock Award Agreement~~. Each Restricted Stock grant shall be evidenced by an agreement that shall specify the purchase price (if any) and such other terms and conditions as the Administrator, in its sole discretion, shall determine; provided, however, that if the Restricted Stock grant has a purchase price, such purchase price must be paid no more than ten (10) years following the date of grant.

~~(e)~~ ~~Section 162(m) Performance Restrictions~~. For purposes of qualifying grants of Restricted Stock as “performance-based compensation” under Section 162(m) of the Code, the Administrator, in its discretion, may set restrictions based upon the achievement of Performance Goals. The Performance Goals shall be set by the Administrator on or before the latest date permissible to enable the Restricted Stock to qualify as “performance-based compensation” under Section 162(m) of the Code. In granting Restricted Stock which is intended to qualify under Section 162(m) of the Code, the Administrator shall follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Restricted Stock under Section 162(m) of the Code (e.g., in determining the Performance Goals).

~~(f)~~ ~~Dividends and Other Distributions~~. Until the restrictions set forth in the Restricted Stock Award agreement have lapsed, Service Providers holding Shares of Restricted Stock will not be entitled to receive dividends and other distributions paid with respect to such Shares. However, to the extent the restrictions in the Restricted Stock Award have lapsed, Service Providers holding Shares of Restricted Stock will be entitled to receive dividends, even if there are other restrictions on the Shares of Restricted Stock (e.g., a lock up period due to a public offering or a restriction due to possession of material nonpublic information).

~~11.~~ ~~Performance Shares~~.

~~(a)~~ ~~Grant of Performance Shares~~. Subject to the terms and conditions of the Plan, Performance Shares may be granted to Participants at any time as shall be determined by the Administrator, in its sole discretion. The Administrator shall have complete discretion to determine (i) the number of Shares subject to a Performance Share award granted to any Participant (~~provided~~ ~~that during any Fiscal Year, no Participant shall be granted more than 300,000 units of Performance Shares);~~ ~~provided~~, ~~however~~, that such limit shall be 750,000 Shares in the Participant’s first Fiscal Year of Company service, and (ii) the conditions that must be satisfied, which typically will be based principally or solely on achievement of performance milestones but may include a service-based component, upon which is conditioned the grant or vesting of Performance Shares. Performance Shares shall be granted in the form of units to acquire Shares. Each such unit shall be the equivalent of one Share for purposes of determining the number of Shares subject to an Award. Until the Shares are issued, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the units to acquire Shares.

~~(b)~~ ~~Other Terms~~. The Administrator, subject to the provisions of the Plan, shall have complete discretion to determine the terms and conditions of Performance Shares granted under the Plan. Performance Share grants shall be subject to the terms, conditions, and restrictions determined by the Administrator at the time the stock is awarded, which may include such performance-based milestones as are determined appropriate by the Administrator. The Administrator may require the recipient to sign a Performance Shares agreement as a condition of the award. Any certificates representing the Shares of stock awarded shall bear such legends as shall be determined by the Administrator.

~~(c)~~ ~~Performance Share Award Agreement. Each Performance Share grant shall be evidenced by an agreement that shall specify such other terms and conditions as the Administrator, in its sole discretion, shall determine.~~

~~(d)~~ ~~Section 162(m) Performance Restrictions~~. For purposes of qualifying grants of Performance Shares as “performance-based compensation” under Section 162(m) of the Code, the Administrator, in its discretion, may set restrictions based upon the achievement of Performance Goals. The Performance Goals shall be set by the Administrator on or before the latest date permissible to enable the Performance Shares to qualify as “performance-based compensation” under Section 162(m) of the Code. In granting Performance Shares which are intended to qualify under Section 162(m) of the Code, the Administrator shall follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Performance Shares under Section 162(m) of the Code (e.g., in determining the Performance Goals).

~~12.~~ ~~Performance Units~~.

~~(a)~~ ~~Grant of Performance Units~~. Performance Units are similar to Performance Shares, except that they shall be settled in a cash equivalent to the Fair Market Value of the underlying Shares, determined as of the vesting date. Subject to the terms and conditions of the Plan, Performance Units may be granted to Participants at any time and from time to time as shall be determined by the Administrator, in its sole discretion. The Administrator shall have complete discretion to determine the conditions that must be satisfied, which typically will be based principally or solely on achievement of performance milestones but may include a service-based component, upon which is conditioned the grant or vesting of Performance Units. Performance Units shall be granted in the form of units to acquire Shares. Each such unit shall be the cash equivalent of one Share of Common Stock. No right to vote or receive dividends or any other rights as a stockholder shall exist with respect to Performance Units or the cash payable thereunder.

~~(b)~~ ~~Number of Performance Units~~. The Administrator will have complete discretion in determining the number of Performance Units granted to any Participant, provided that during any Fiscal Year, no Participant shall receive Performance Units having an initial value greater than $1,500,000, provided, however, that such limit shall be $4,000,000 in the Participant’s first Fiscal Year of Company service.

~~(c)~~ ~~Other Terms~~. The Administrator, subject to the provisions of the Plan, shall have complete discretion to determine the terms and conditions of Performance Units granted under the Plan. Performance Unit grants shall be subject to the terms, conditions, and restrictions determined by the Administrator at the time the stock is awarded, which may include such performance-based milestones as are determined appropriate by the Administrator. The Administrator may require the recipient to sign a Performance Unit agreement as a condition of the award. Any certificates representing the Shares awarded shall bear such legends as shall be determined by the Administrator.

~~(d)~~ ~~Performance Unit Award Agreement. Each Performance Unit grant shall be evidenced by an agreement that shall specify such terms and conditions as the Administrator, in its sole discretion, shall determine.~~

~~(e)~~ ~~Section 162(m) Performance Restrictions~~. For purposes of qualifying grants of Performance Units as “performance-based compensation” under Section 162(m) of the Code, the Administrator, in its discretion, may set restrictions based upon the achievement of Performance Goals. The Performance Goals shall be set by the Administrator on or before the latest date permissible to enable the Performance Units to qualify as “performance-based compensation” under Section 162(m) of the Code. In granting Performance Units which are intended to qualify under Section 162(m) of the Code, the Administrator shall follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Performance Units under Section 162(m) of the Code (e.g., in determining the Performance Goals).

~~13.~~ ~~Deferred Stock Units~~.

~~(a)~~ ~~Description~~. Deferred Stock Units shall consist of a Restricted Stock, Performance Share or Performance Unit Award that the Administrator, in its sole discretion permits to be paid out in installments or on a deferred basis, in accordance with rules and procedures established by the Administrator. Deferred Stock Units shall remain subject to the claims of the Company’s general creditors until distributed to the Participant.

~~(b)~~ ~~162(m) Limits. Deferred Stock Units shall be subject to the annual 162(m) limits applicable to the underlying Restricted Stock, Performance Share or Performance Unit Award.~~

~~14.~~ ~~Death of Participant. In the event that a Participant dies while a Service Provider, then 100% of his or her Awards shall immediately vest.~~

~~15.~~ ~~Leaves of Absence~~. Unless the Administrator provides otherwise or as otherwise required by Applicable Laws, vesting of Awards granted hereunder shall cease commencing on the first day of any unpaid leave of absence and shall only recommence upon return to active service.

~~16.~~ ~~Misconduct~~. Should (i) the Participant’s service be terminated for misconduct (including, but not limited to, any act of dishonesty, willful misconduct, fraud or embezzlement), or (ii) the Participant makes any unauthorized use or disclosure of confidential information or trade secrets of the Company or any Parent or Subsidiary, then in any such event all outstanding Awards held by the Participant under the Plan shall terminate immediately and cease to be outstanding, including as to both vested and unvested Awards.

~~17.~~ ~~Non-Employee Director Options~~.

~~(a)~~ ~~Initial Grants~~. Each Non-Employee Director who first becomes a Non-Employee Director on or after May 5, 2010 (excluding any Non-Employee Director who previously served on the Board), shall be automatically granted that number of Restricted Stock Units equal to $160,000 divided by the Fair Market Value, rounded down to the nearest whole Share (the “Initial RSU Grant”), as of the date that the individual first is appointed or elected as a Non-Employee Director. The Initial RSU Grant will vest in equal 25% annual installments on each of the four anniversaries of the tenth business day of the second month of the Company’s fiscal quarter in which the grant is made. All vesting of the Initial RSU Grant is contingent upon the Non-Employee Director maintaining continued status as a Non-Employee Director through the applicable vesting date.

~~(b)~~ ~~Annual Grants~~. On the date of the Company’s annual stockholders’ meeting, each Non-Employee Director who has served as a Non-Employee Director for at least three months on that date shall be automatically granted that number of Restricted Stock Units equal to $84,000 divided by the Fair Market Value, rounded down to the nearest whole Share (the “Annual RSU Grant”), ~~provided~~ that such Non-Employee Director has been elected by the stockholders to serve as a member of the Board at that annual meeting. The Annual RSU Grant will vest in equal 50% annual installments on each of the two anniversaries of the tenth day of the second month of the Company’s fiscal quarter in which the grant is made. All vesting of the Annual RSU Grant is contingent upon the Non-Employee Director maintaining continued status as a Non-Employee Director through the applicable vesting date.

~~(c)~~ ~~Additional Grant~~. On August 14, 2015 (the date of the Company’s 2015 annual meeting of stockholders), each Non-Employee Director who has served as a Non-Employee Director for at least five years on that date shall be automatically granted an additional grant of that number of Restricted Stock Units equal to $100,000 divided by the Fair Market Value, rounded down to the nearest whole Share, ~~provided~~ that such Non-Employee Director was elected by the stockholders to serve as a member of the Board at the annual meeting held August 14, 2015. The Restricted Stock Units subject to this grant will vest in equal 25% annual installments on each of the four anniversaries of the tenth day of the second month of the Company’s fiscal quarter in which the grant is made. Vesting of the additional grant is contingent upon the Non-Employee Director maintaining continued status as a Non-Employee Director through the applicable vesting date.

~~18.~~ ~~Non-Transferability of Awards~~. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the recipient, only by the recipient. In no event may an Award be transferred in exchange for consideration. If the Administrator makes an Award transferable, such Award shall contain such additional terms and conditions as the Administrator deems appropriate.

19. Adjustments Upon Changes in Capitalization, Dissolution, or Liquidation, Merger or Change of Control.

(a) Changes in Capitalization. Subject to any required action by the ~~stockholders~~shareholders of the Company, the maximum number of shares of the Company’s Common Stock which shall be made available for sale under the Plan, the maximum number of shares each participant may purchase each Purchase Period (pursuant to Section 7), as well as the price per share and the number of shares of Common Stock covered by each ~~outstanding Award, the number of shares of Common Stock which have been authorized for issuance~~option under the Plan ~~but as to~~ which ~~no Awards have~~has not yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award, as well as the price per share of Common Stock covered by each such outstanding Award and the 162(m) fiscal year share issuance limits under Sections 6(c), 10(a) and 11(a)exercised shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse

stock split, stock dividend, combination or reclassification of the Common Stock, or any other ~~increase or decrease~~change in the number of ~~issued~~ shares of Common Stock effected without receipt of consideration by the ~~Company;~~ Company; provided,, however,~~, that any such change in capitalization shall not affect the number of shares awarded under the automatic grants to Non-Employee Directors described in Sections 17(a) and (b), and~~ ~~provided~~ that conversion of any convertible securities of the Company shall not be deemed to have been ~~“effected~~"effected without receipt of consideration.”" Such adjustment shall be made by the ~~Committee,~~Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an ~~Award.~~option.

(b) ~~Dissolution or Liquidation~~. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction. The AdministratorChange in its discretion may provide for a Participant to have the right to exercise his or her Option or SAR until ten (10) days prior to such transaction as to all of the Awarded Stock covered thereby, including Shares as to which the Award would not otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option or forfeiture rights applicable to any Award shall lapse 100%, and that any Award vesting shall accelerate 100%, ~~provided~~ the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised (with respect to Options and SARs) or vested (with respect to other Awards), an Award will terminate immediately prior to the consummation of such proposed action.

~~(c)~~ ~~Change of~~ Control.

~~(1)~~ ~~Stock Options and SARs~~. In the event of a Change of Control, each outstanding ~~Option and SAR~~option shall be assumed or an equivalent option ~~or SAR~~ substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the ~~Option or SAR,~~option, any Purchase Periods then in progress shall be shortened by setting a New Exercise Date and any Offering Periods then in progress shall end on the ~~Participant~~New Exercise Date. The New Exercise Date shall ~~fully vest in and have~~be before the ~~right to exercise the Option or SAR as to all~~date of the Awarded Stock, including Shares as to which it would not otherwise be vested or exercisable. If an Option or SAR becomes fully vested and exercisable in lieu of assumption or substitution in the event of aCompany's proposed Change of ~~Control, the~~Control. The Administrator shall notify ~~the Participant~~each participant in writing, ~~or electronically that the Option or SAR shall be fully vested and exercisable for a period of thirty (30)~~at least 10 business days from the date of such notice, and the Option or SAR shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option or SAR shall be considered assumed if, following the Change of Control, the option or stock appreciation right confers the right to purchase or receive, for each Share of Awarded Stock subject to the Option or SAR immediately prior to the ~~Change of Control,~~New Exercise Date, that the ~~consideration (whether stock, cash, or other securities or property) received in~~Exercise Date for the ~~Change of Control by holders of Common Stock for each Share held~~participant's option has been changed to the New Exercise Date and that the participant's option shall be exercised automatically on the ~~effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares);~~ ~~provided~~, ~~however~~, that if such consideration received in the Change of Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option or SAR, for each Share of Awarded Stock subject to the Option or SAR, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change of Control.

~~(2)~~ ~~Restricted Stock, Performance Shares, Performance Units and Deferred Stock Units~~. In the event of a Change of Control, each outstanding Restricted Stock, Performance Share, Performance Unit and Deferred Stock Unit award shall be assumed or an equivalent Restricted Stock, Performance Share, Performance Unit and Deferred Stock Unit award substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the Restricted Stock, Performance Share, Performance Unit or Deferred Stock Unit award, the Participant shall fully vest in the Restricted Stock, Performance Share, Performance Unit or Deferred Stock Unit including as to Shares (or with respect to Performance Units, the cash equivalent thereof) which would not otherwise be vested. For the purposes of this paragraph, a Restricted Stock, Performance Share, Performance Unit and Deferred Stock Unit award shall be considered assumed if, following the Change of Control, the award confers the right to purchase or receive, for each Share (or with respect to Performance Units, the cash equivalent thereof) subject to the Award immediatelyNew Exercise Date, unless prior to such date the ~~Change of Control,~~participant has withdrawn from the ~~consideration (whether stock, cash,~~Offering Period as provided in Section 10 hereof.

20. Amendment or other securities or property) received in the Change of Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); ~~provided~~, ~~however, that if such consideration received in the Change of Control is not solely common stock of the successor corporation or its Parent, the~~Termination.

(a) The Administrator may, with the consent of the successor corporation, provide for the consideration to be received, for each Share and each unit/right to acquire a Share subject to the Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change of Control.

~~20.~~ ~~Date of Grant~~. The date of grant of an Award shall be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination shall be provided to each Participant within a reasonable time after the date of such grant.

~~21.~~ ~~Amendment and Termination of the Plan~~.

~~(a)~~ ~~Amendment and Termination. The Board~~ may at any time ~~amend, alter, suspend~~and for any reason terminate or ~~terminate~~amend the Plan.

~~(b)~~ ~~Stockholder Approval. The~~ Except as otherwise provided in the Plan, no such termination can affect options previously granted, provided that an Offering Period may be terminated by the Administrator on any Exercise Date if the Administrator determines that the termination of the Offering Period or the Plan is in the best interests of the Company ~~shall obtain stockholder approval~~and its shareholders. Except as provided in Section 19 and this Section 20 hereof, no amendment may make any change in any option theretofore granted which adversely affects the rights of any ~~Plan amendment to~~participant. To the extent necessary ~~and desirable~~ to comply with Section ~~422~~423 of the Code (or any successor rule or ~~statute~~provision or any other applicable law, ~~rule~~regulation or ~~regulation, including~~stock exchange rule), the ~~requirements of any exchange or quotation system on which the Common Stock is listed or quoted). Such stockholder~~Company shall obtain shareholder approval ~~if required, shall be obtained~~ in such a manner and to such a degree as ~~is required~~required.

Table of Contents

(b) Without shareholder consent and without regard to whether any participant rights may be considered to have been "adversely affected," the Administrator shall be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a participant in order to adjust for delays or mistakes in the ~~applicable law, rule~~ Company's processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or ~~regulation.~~accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each participant properly correspond with amounts withheld from the participant's Compensation, and establish such other limitations or procedures as the Administrator determines in its sole discretion advisable which are consistent with the Plan.

(c) ~~Effect of Amendment or Termination. No amendment, alteration, suspension or termination~~In the event the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Board may, in its discretion and, to the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to:

(i) increasing the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price;

(ii) shortening any Offering Period so that Offering Period ends on a new Exercise Date, including an Offering Period underway at the time of the Board action; and

(iii) allocating shares.

Such modifications or amendments shall ~~impair~~not require stockholder approval or the ~~rights~~consent of any ~~Participant, unless mutually agreed otherwise between~~Plan participants.

21. Notices. All notices or other communications by a participant to the ~~Participant~~Company under or in connection with the Plan shall be deemed to have been duly given when received in the form and ~~the Administrator, which agreement must be in writing and signed~~manner specified by the ~~Participant and~~Company at the ~~Company.~~location, or by the person, designated by the Company for the receipt thereof.

22. Conditions Upon Issuance of Shares.

~~(a)~~ ~~Legal Compliance~~. Shares shall not be issued ~~pursuant~~with respect to ~~the exercise of~~ an ~~Award~~option unless the exercise of ~~the Award or~~such option and the issuance and delivery of such ~~Shares (or with respect to Performance Units, the cash equivalent thereof)~~shares pursuant thereto shall comply with ~~Applicable Laws~~all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

~~(b)~~ ~~Investment Representations~~.

As a condition to the exercise ~~or receipt~~ of an ~~Award,~~option, the Company may require the person exercising ~~or receiving~~ such ~~Award~~option to represent and warrant at the time of any such exercise ~~or receipt~~ that the ~~Shares~~shares are being purchased only for investment and without any present intention to sell or distribute such ~~Shares~~shares if, in the opinion of counsel for the Company, such a representation is ~~required.~~required by any of the aforementioned applicable provisions of law.

23. ~~Liability~~Term of ~~Company~~.

~~(a)~~ ~~Inability to Obtain Authority~~Plan. The ~~inability~~Plan, as amended through May 23, 2023, shall continue in effect until August 31, 2034, unless sooner terminated under Section 20 hereof.

24. Automatic Transfer to Low Price Offering Period. To the extent permitted by any applicable laws, regulations, or stock exchange rules if the Fair Market Value of the ~~Company~~Common Stock on any Exercise Date in an Offering Period is lower than the Fair Market Value of the Common Stock on the Entry Date of such Offering Period, then all participants in such Offering Period shall be automatically withdrawn from such Offering Period immediately after the exercise of their option on such Exercise Date and automatically re-enrolled in the immediately following Offering Period.

Table of Contents

APPENDIX C

MICROCHIP TECHNOLOGY INCORPORATED

1994 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN

AS AMENDED AND RESTATED THROUGH JUNE 22, 2023, SUBJECT TO STOCKHOLDER APPROVAL1

I. PURPOSE

This 1994 International Employee Stock Purchase Plan ("Plan") is hereby established by Microchip Technology Incorporated, a Delaware corporation ("Microchip"), in order to ~~obtain authority from~~provide eligible employees of foreign Microchip subsidiaries with the opportunity to acquire a proprietary interest in Microchip through the purchase of shares of Microchip common stock at periodic intervals with their accumulated payroll deductions. The Plan authorizes the grant of purchase rights which do not qualify under Code Section 423 pursuant to any ~~regulatory body having jurisdiction, which authority is deemed~~rules, procedures, agreements, appendices, or sub-plans adopted by the ~~Company’s counsel~~Plan Administrator for such purpose.

II. DEFINITIONS

For purposes of administration of the Plan, the following terms shall have the meanings indicated:

"Common Stock" means shares of Microchip common stock, par value $0.001 per share.

"Earnings" means regular base salary plus such additional items of compensation as the Plan Administrator may deem appropriate.

"Effective Date" means June 1, 1994. A list of the participating Foreign Subsidiaries is hereto attached as Schedule A. For any other Foreign Subsidiary, the effective date shall be determined by the Microchip Board of Directors or the Employee Committee of the Board of Directors prior to the time such Foreign Subsidiary is to become a participating company in the Plan.

"Eligible Employee" means any person who is engaged, on a regularly-scheduled basis, in the rendition of personal services outside the U.S. as an employee of a Foreign Subsidiary subject to the control and direction of that Foreign Subsidiary as to both the work to be ~~necessary~~performed and the manner and method of performance and has been designated as having the right to be granted purchase rights under the Plan.

"Entry Date" shall mean the first Trading Day of any Purchase Period. An Entry Date occurs on the first Trading Day in December or June.

"Foreign Subsidiary" means any non-U.S. Microchip subsidiary which elects, with the approval of the Microchip Board of Directors or the Employee Committee of the Board of Directors, to extend the benefits of this Plan to its Eligible Employees. The Foreign Subsidiaries participating in the Plan are listed on attached Schedule A.

"Participant" means any Eligible Employee of a Foreign Subsidiary who is actively participating in the Plan.

"Purchase Period" means the first U.S. business day of December to the ~~lawful~~last U.S. business day of May and from the first U.S. business day of June to the last U.S. business day of November; provided that Purchase Periods commencing after June, 2014 shall run from the first U.S. business day of December to the first U.S. business day of June and from the first U.S. business day in June to the first U.S. business day of December.

"Service" means the period during which an individual performs services as an Eligible Employee and shall be measured from his or her hire date, whether that date is before or after the Effective Date of the Plan.

"Trading Day" shall mean a day on which national stock exchanges and the Nasdaq System are open for trading.

III. ADMINISTRATION

Each Foreign Subsidiary shall have responsibility for the administration of the Plan with respect to its Eligible Employees. Accordingly, the Plan shall, as to each Foreign Subsidiary, be separately administered by a plan administrator

1Adjusted to reflect all prior stock splits.

Table of Contents

comprised of two or more Members of the Board of Directors, the Employee Committee of the Board of Directors, or a designee as may be appointed by either of them from time to time ("Plan Administrator"). The Plan Administrator shall have full authority to administer the Plan, including the authority to designate Eligible Employees that are granted purchase rights and the authority to interpret and construe any provision of the Plan and to adopt such rules and regulations for administering the Plan as it may deem necessary. Decisions of the Plan Administrator shall be subject to ratification by the Microchip Board of Directors and, when so ratified, shall be final and binding on all parties who have an interest in the Plan.

IV. PURCHASE PERIODS

A. Shares of Common Stock shall be offered for purchase under the Plan through a series of successive purchase periods until such time as (i) the maximum number of shares of Common Stock available for issuance under the Plan shall have been purchased or (ii) the Plan shall have been sooner terminated in accordance with Article VIII.

B. The Plan shall be implemented in a series of successive purchase periods, each to be of a duration of six (6) months. The initial purchase period will begin on June 1, 1994 and ~~sale~~end on the last U.S. business day in November 1994. Subsequent purchase periods shall run from the first U.S. business day of December to the last U.S. business day of May and from the first U.S. business day of June to the last U.S. business day of November; provided that purchase periods commencing after June, 2014 shall run from the first U.S. business day of December to the first U.S. business day of June and from the first U.S. business day of June to the first U.S. business day of December.

C. No purchase period shall commence under the Plan, nor shall any shares of Common Stock be issued hereunder, until such time as (i) the Plan shall have been approved by the Microchip Board of Directors and (ii) Microchip shall have complied with all applicable requirements of the Securities Act of 1933 (as amended), all applicable listing requirements of any ~~Shares hereunder,~~securities exchange on which shares of the Common Stock are listed and all other applicable statutory and regulatory requirements.

D. The Participant shall ~~relieve~~be granted a separate purchase right for each purchase period in which he/she participates. The purchase right shall be granted on the ~~Company~~start date of the purchase period and shall be automatically exercised on the last U.S. business day of that purchase period.

E. The acquisition of Common Stock through plan participation for any purchase period shall neither limit nor require the acquisition of Common Stock by the Participant in any subsequent purchase period.

V. ELIGIBILITY AND PARTICIPATION

A. Any Eligible Employee that has been designated as having the right to be granted purchase rights on a given Entry Date shall be eligible to participate in the Plan. Unless otherwise determined by the Plan Administrator, all Eligible Employees meeting the conditions under this Section V are eligible for the grant of purchase rights under the Plan.

B. Each Eligible Employee of each Foreign Subsidiary participating in the Plan may join the Plan in accordance with the following provisions:

- An individual who is an Eligible Employee on a given Entry Date may enter that purchase period on such Entry Date, provided he/she enrolls in the purchase period on or before such Entry Date in accordance with Section V.C below. Should any such Eligible Employee not enter the purchase period on or before the given Entry Date, then he/she may not subsequently join that particular purchase period on any later date.

- An individual who is an Eligible Employee but was not employed on a given Entry Date may not participate in that purchase period but will be eligible to join the Plan on the next Entry Date thereafter provided that he or she is then an Eligible Employee.

C. To participate for a particular purchase period, the Eligible Employee must complete the enrollment forms prescribed by the Plan Administrator (including a purchase agreement and a payroll deduction authorization) and file such forms with the Plan Administrator (or its designate) at least five U.S. business days before the start date of that purchase period.

D. The payroll deduction authorized by the Participant shall be collected under the Plan in the currency in which paid by the Foreign Subsidiary and may be any multiple of one percent (1%) of the Earnings paid to the Participant during each purchase period, up to a maximum of ten percent (10%). Any changes or fluctuations in the exchange rate at

Table of Contents

which the currency collected from the Participant through such payroll deductions is converted into U.S. Dollars on each purchase date under the Plan shall be borne solely by the Participant. The deduction rate so authorized shall continue in effect for the entire purchase period and for each successive purchase period, except to the extent such rate is changed in accordance with the following guidelines:

- The Participant may, at any time during the purchase period, reduce his/her rate of payroll deduction. Such reduction shall become effective as soon as possible after filing of the requisite reduction form with the Plan Administrator (or its designate), but the Participant may not effect more than one such reduction during the same purchase period.

- The Participant may, prior to the start date of any ~~liability in respect~~subsequent purchase period, increase or decrease the rate of his/her payroll deduction by filing the ~~failure to issue or sell such Shares as to which such requisite authority~~appropriate form with the Plan Administrator (or its designate). The new rate (which may not exceed the ten percent (10%) maximum) shall ~~not have been obtained.~~

~~(b)~~ ~~Grants Exceeding Allotted Shares. If the Awarded Stock covered by an Award exceeds,~~become effective as of the start date of ~~grant,~~ the new six (6)-month purchase period.

Payroll deductions will automatically cease upon the termination of the Participant's purchase right in accordance with the applicable provisions of Section VII below.

VI. STOCK SUBJECT TO PLAN

A. The Common Stock purchasable under the Plan shall, solely in the discretion of the Microchip Board, be made available from authorized but unissued shares of Common Stock or from shares of Common Stock reacquired by Microchip, including shares of Common Stock purchased on the open market. The total number of ~~Shares~~shares reserved under the Plan prior to January 2007 is 697,186 shares, plus beginning January 1, 2007, and each January 1 thereafter during the term of the Plan, an automatic annual increase in shares reserved of one tenth of one percent (0.1%) of the then outstanding shares of Microchip Common Stock. The total number of shares which may be issued under the Plan shall not exceed the number reserved.

B. In the event any change is made to the outstanding Common Stock by reason of any stock dividend, stock split, combination of shares or other change affecting such outstanding Common Stock as a class without ~~additional stockholder approval, such Award~~Microchip's receipt of consideration, appropriate adjustments shall be ~~void~~made by the Microchip Board of Directors to (i) the class and maximum number of securities issuable over the term of the Plan, (ii) the class and maximum number of securities purchasable per Participant during any one purchase period and (iii) the class and number of securities and the price per share in effect under each purchase right at the time outstanding under the Plan. Such adjustments shall be designed to preclude the dilution or enlargement of rights and benefits under the Plan.

VII. PURCHASE RIGHTS

An Eligible Employee who participates in the Plan for a particular purchase period shall have the right to purchase shares of Common Stock upon the terms and conditions set forth below and shall execute a purchase agreement incorporating such terms and conditions and such other provisions (not inconsistent with the Plan) as the Plan Administrator may deem advisable.

Purchase Price. Common Stock shall be issuable at the end of each purchase period at a purchase price equal to eighty-five percent (85%) of the lower of (i) the fair market value per share on the start date of that purchase period or (ii) the market price per share of Common Stock on the purchase date.

Valuation. The fair market value per share of Common Stock on any relevant date under the Plan shall be the closing selling price per share of Common Stock on that date, as officially quoted on the Nasdaq Global Select Market. If there is no quoted selling price for such date, then the closing selling price per share of Common Stock on the next day for which there does exist such a quotation shall be determinative of fair market value.

Number of Purchasable Shares.

- The number of shares purchasable per Participant during each purchase period shall be determined as follows: first, the payroll deductions in the currency in which collected from the Participant during that purchase period shall be converted into U.S. Dollars on the last U.S. business day of the purchase period at the exchange rate in effect on that day; then, the U.S. Dollar amount calculated for the Participant on the basis of such

Table of Contents

exchange rate shall be divided by the purchase price in effect for such period to determine the number of whole shares of Common Stock purchasable on the Participant's behalf for that purchase period.

- However, no Participant may, during any one purchase period, purchase more than three thousand seven hundred ninety-eight (3,798) shares of Common Stock.

- And any provisions of the Plan to the contrary notwithstanding, no Participant shall be granted an option under the Plan (i) to the extent that, immediately after the grant, such Participant (or any other person whose stock would be attributed to such Participant) would own capital stock of Microchip and/or hold outstanding options to purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of Microchip or of any Subsidiary, or (ii) to the extent that his or her rights to purchase stock under all employee stock purchase plans of Microchip and its subsidiaries accrues at a rate which exceeds $25,000.00 worth of stock (determined at the fair market value of the shares at the time such option is granted) for each calendar year in which such option is outstanding at any time.

Payment. Payment for the Common Stock purchased under the Plan shall be effected by means of the Participant's authorized payroll deductions in the currency in which paid by the Foreign Subsidiary. Such deductions shall begin with the first full payroll period beginning with or immediately following the start date of the purchase period and shall (unless sooner terminated by the Participant) continue through the pay day ending with or immediately prior to the last day of such purchase period. The amounts so collected shall be credited to the Participant's book account under the Plan, but no interest shall be paid on the balance from time to time outstanding in such account. The amounts collected from a Participant may be commingled with the general assets of the Foreign Subsidiary or Microchip and may be used for general corporate purposes. However, all purchases of Common Stock under the Plan shall be made in U.S. Dollars on the basis of the exchange rate in effect on the last day of each purchase period.

Termination of Purchase Right. The following provisions shall govern the termination of outstanding purchase rights:

- A Participant may, at any time prior to the last five (5) business days of the Foreign Subsidiary falling within the purchase period, terminate his/her outstanding purchase right by filing the prescribed notification form with the Plan Administrator. No further payroll deductions shall be collected from the Participant with respect to the terminated purchase right, and any payroll deductions collected for the purchase period in which such ~~excess Awarded~~ termination occurs shall, at the Participant's election, be immediately refunded in the currency in which paid by the Foreign Subsidiary or held for the purchase of shares at the end of such purchase period. If no such election is made at the time the termination notice is filed, then the Participant's payroll deductions shall be refunded as soon as possible after the termination date of his/her purchase right.

- The termination of such purchase right shall be irrevocable, and the Participant may not subsequently rejoin the purchase period for which the terminated purchase right was granted. In order to resume participation in any subsequent purchase period, such individual must re-enroll in the Plan (by making a timely filing of a new purchase agreement and payroll deduction authorization) on or before the date he/she is first eligible to join the new purchase period.

- If the Participant ceases to remain an Eligible Employee while his/her purchase right is outstanding, then such purchase right shall immediately terminate, and the payroll deductions collected from such Participant for the purchase period shall be promptly refunded in the currency in which paid by the Foreign Subsidiary to the Participant. However, should the Participant's cessation of Eligible Employee status occur by reason of death or permanent disability, then such individual (or the personal representative of a deceased Participant) shall have the following election, exercisable up until the last day of the purchase period:

- to withdraw all of the Participant's payroll deductions for such purchase period, in the currency in which paid by the Foreign Subsidiary, or

- to have such funds held for the purchase of shares at the end of the purchase period.

If no such election is made, then such funds shall be refunded as soon as possible after the end of the purchase period. In no event, however, may any payroll deductions be made on the Participant's behalf following his/her cessation of Eligible Employee status.

Table of Contents

Stock ~~unless stockholder approval~~Purchase. Shares of ~~an amendment sufficiently increasing~~Common Stock shall automatically be purchased on behalf of each Participant (other than Participants whose payroll deductions have previously been refunded in accordance with the Termination of Purchase Right provisions above) on the last U.S. business day of each purchase period. The purchase shall be effected as follows: first, each Participant's payroll deductions for that purchase period (together with any carryover deductions from the preceding purchase period) shall be converted from the currency in which paid by the Foreign Subsidiary into U.S. Dollars at the exchange rate in effect on the purchase date, and then the amount of U.S. Dollars calculated for each Participant on the basis of such exchange rate shall be applied to the purchase of whole shares of Common Stock (subject to the limitation on the maximum number of purchasable shares set forth above) at the purchase price in effect for such purchase period. At the discretion of the Plan Administrator, any payroll deductions not applied to such purchase because they are not sufficient to purchase a whole share shall either be (1) held for the purchase of Common Stock in the next purchase period; or (2) refunded to the Participant as soon as practicable. However, any payroll deductions not applied to the purchase of Common Stock by reason of the limitation on the maximum number of shares purchasable by the Participant during the purchase period shall be promptly refunded to the Participant in the currency in which paid by the Foreign Subsidiary.

Proration of Purchase Rights. Should the total number of shares of Common Stock which are to be purchased pursuant to outstanding purchase rights on any particular date exceed the number of ~~Shares~~shares then available for issuance under the Plan, the Plan Administrator shall make a pro-rata allocation of the available shares on a uniform and nondiscriminatory basis, and the payroll deductions of each Participant, to the extent in excess of the aggregate purchase price payable for the Common Stock pro-rated to such individual, shall be refunded to such Participant in the currency in which paid by the Foreign Subsidiary.

Rights as Stockholder. A Participant shall have no stockholder rights with respect to the shares subject to his/her outstanding purchase right until the shares are actually purchased on the Participant's behalf in accordance with the applicable provisions of the Plan. No adjustments shall be made for dividends, distributions or other rights for which the record date is prior to the date of such purchase.

A Participant shall be entitled to receive, as soon as practicable after the end of each purchase period, a stock certificate (as evidenced by the appropriate entry on the books of Microchip or of a duly authorized transfer agent of Microchip) for the number of shares purchased on the Participant's behalf. Such certificate will be issued in "street name" for immediate deposit in a designated brokerage account. Until the stock certificate evidencing such Shares is issued no right to vote or receive dividends or any other rights as a stockholder shall exist. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued.

Assignability. No purchase right granted under the Plan shall be assignable or transferable by the Participant other than by will or by the laws of descent and distribution following the Participant's death, and during the Participant's lifetime the purchase right shall be exercisable only by the Participant.

Change in Ownership. Should any of the following transactions (a "Corporate Transaction") occur during the purchase period:

(i) a merger or other reorganization in which Microchip will not be the surviving corporation (other than a reorganization effected primarily to change the State in which Microchip is incorporated), or

(ii) a sale of all or substantially all of Microchip's assets in liquidation or dissolution of Microchip, or

(iii) a reverse merger in which Microchip is the surviving corporation but in which more than fifty percent (50%) of Microchip's outstanding voting stock is transferred to person or persons different from those who held the stock immediately prior to such merger, then all outstanding purchase rights under the Plan shall automatically be exercised immediately prior to the effective date of such Corporate Transaction by applying the payroll deductions of each Participant for the purchase period in which such Corporate Transaction occurs to the purchase of whole shares of Common Stock at eighty-five percent (85%) of the lower of (i) the fair market value of the Common Stock on the start date of the purchase period in which such Corporate Transaction occurs or (ii) the fair market value of the Common Stock immediately prior to the effective date of such Corporate Transaction. Payroll deductions shall be converted from the currency in which paid by the Foreign Subsidiary into U.S. Dollars on the basis of the exchange rate in effect on the purchase date, and the applicable share limitation of Article VII shall continue to apply to each such purchase. Should Microchip sell or otherwise dispose of its ownership interest in any Foreign Subsidiary participating in the Plan, whether through merger or sale of all or substantially all of the assets or outstanding capital stock of that Foreign Subsidiary, then a similar exercise of outstanding purchase rights shall be

Table of Contents

effected immediately prior to the effective date of such disposition, but only to the extent those purchase rights are attributable to the employees of such Foreign Subsidiary.

Microchip shall use its best efforts to provide at least ten (10) days advance written notice of the occurrence of any such Corporate Transaction, and the Participants shall, following the receipt of such notice, have the right to terminate their outstanding purchase rights in accordance with the applicable provisions of this Article VII.

VIII. AMENDMENT AND TERMINATION

The Plan has been established voluntarily by Microchip. The Microchip Board of Directors may alter, amend, suspend or discontinue the Plan with respect to one or more Foreign Subsidiaries following the end of any purchase period. The Microchip Board may also terminate the Plan in its entirety immediately following the end of any purchase period. In such event, no further purchase rights shall thereafter be granted or exercised, and no further payroll deductions shall thereafter be collected, under the Plan.

IX. GENERAL PROVISIONS

A. The Plan shall become effective on the designated effective date for each Foreign Subsidiary, provided Microchip shall have complied with all applicable requirements of the Securities Act of 1933 (as amended), all applicable listing requirements of any securities exchange on which shares of the Common Stock are listed and all other applicable requirements established by law or regulation.

B. The Plan shall terminate upon the earlier of (i) November 30, 2034 or (ii) the date on which all shares available for issuance under the Plan shall have been sold pursuant to purchase rights exercised under the Plan.

C. All costs and expenses incurred in the administration of the Plan shall be paid by the Foreign Subsidiary.

D. Neither the action of Microchip or the Foreign Subsidiary in establishing the Plan, nor any action taken under the Plan by the Microchip Board or the Plan Administrator, nor any provision of the Plan itself shall constitute any form of employment contract, be construed so as to grant any person the right to remain in the employ of the Foreign Subsidiary for any period of specific duration, and except where expressly prohibited by applicable law such person's employment may be terminated at any time, with or without cause.

E. Participation in the Plan is ~~timely obtained~~voluntary and occasional and does not create any contractual or other right to participate in ~~accordance with Section 21(b)~~the Plan in the future, or benefits in lieu of participation in the Plan, even if the Participant has continually participated in the Plan in the past.

F. Participation in the Plan does not constitute normal or expected salary or compensation for any purposes, including but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-term service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to past services for Microchip or the Foreign Subsidiary.

G. Microchip, Foreign Subsidiaries and the Plan Administrator must collect, use, and transfer personal data of Participants as described in this subsection in order to administer the Plan. By participating in the Plan, the Participant is consenting to the collection, transfer and use of personal data as generally described in this subsectionexcept where requiring such consent is expressly prohibited by local law.

(i)Microchip and its Foreign Subsidiaries hold certain personal information about the Participant, including, but not limited to, name, home address and telephone number, date of birth, social insurance number, salary, nationality, job title, any Shares of Common Stock or directorships held in Microchip, details of all participation in the Plan or other entitlement to Shares, for the purpose of managing and administering the Plan (“Data”).

(ii)Microchip and/or its Foreign Subsidiaries will transfer Data among themselves as necessary for the purposes of implementation, administration, and management of Participant’s participation in the Plan, and that Microchip and/or its Foreign Subsidiaries may each further transfer Data to identified third parties assisting them in the implementation, administration, and management of the ~~Plan.~~Plan (“Data Recipients”).

~~24.~~ ~~Reservation~~

Table of Contents

(iii)These Data Recipients may be located in Participant’s country of residence or elsewhere, such as the United States. By participating under this Plan, the Participant authorizes the Data Recipients to receive, possess, use, retain, and transfer Data in electronic or other form, for the purposes of implementing, administering, and managing Participant’s participation in the Plan, including any transfer of such Data, as may be required for Plan administration and/or the subsequent holding of Shares~~. The Company, during~~ on Participant’s behalf, to a broker or third party with whom the ~~term~~Shares acquired on purchase may be deposited.

(iv)Participant may, at any time, review the Data, request that any necessary amendments be made to it, or withdraw Participant’s consent herein in writing by contacting Microchip. Withdrawing consent may affect Participant’s ability to participate in the Plan.

Table of ~~this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.~~Contents

MICROCHIP TECHNOLOGY INCORPORATED

~~2017~~2023 ANNUAL MEETING OF STOCKHOLDERS

Tuesday, August 22, ~~2017~~2023

9:00 a.m. Mountain Standard Time

~~2355 W. Chandler Blvd.~~

~~Chandler, Arizona 85224-6199~~

/ Pacific Daylight Time



						This Proxy is solicited on behalf of the Board of Directors ~~2017~~2023 ANNUAL MEETING OF STOCKHOLDERS

I (whether one or more of us) appoint ~~Steve Sanghi~~Ganesh Moorthy and J. Eric Bjornholt, and each of them, each with full power of substitution and re-substitution, to be my Proxies. The Proxies may vote on my behalf, in accordance with my instructions, all of my shares entitled to vote at the ~~2017~~2023 Annual Meeting of Stockholders of Microchip Technology Incorporated and any adjournment(s) and postponement(s) of that meeting. The meeting is scheduled for Tuesday, August 22, ~~2017,~~2023, at 9:00 a.m., Mountain Standard Time / Pacific Daylight Time, at Microchip's Chandler, Arizona facility at 2355 W.West Chandler ~~Blvd.,~~Boulevard, Chandler, Arizona 85224-6199. The Proxies may vote on my behalf as if I were personally present at the meeting.

This Proxy will be voted as directed or, if no contrary direction is indicated, will be voted (1) FOR the election of each of the director nominees; (2) FOR the approval of the amendment and restatement of ~~Microchip's 2004 Equity Incentive Plan to (i) increase~~our 2001 Employee Stock Purchase Plan; (3) FOR the ~~number of shares of common stock authorized for issuance thereunder by 6,000,000, (ii) re-approve the 2004 Equity Incentive Plan for purposes of Section 162(m)~~approval of the ~~Internal Revenue Code;~~amendment and ~~(iii) make certain other changes; (3)~~restatement of our 1994 International Employee Stock Purchase Plan; (4) FOR the ratification of Ernst & Young LLP as Microchip's independent registered public accounting firm for the fiscal year ending March 31, ~~2018; (4)~~2024; (5) FOR the approval, on an advisory (non-binding) basis, of the compensation of our named executives; ~~and (5)~~(6) FOR the approval, on an advisory (non-binding) basis, of a frequency period of ONE YEAR regarding the frequency of holding an advisory ~~(non-binding)~~ vote on the compensation of our named executives; and (7) AGAINST the stockholder proposal requesting that our Board of Directors commission an independent third-party report, at reasonable expense and excluding proprietary information, on our due diligence process to determine whether our customers' use of our products contribute or are linked to violations of international law; and as my Proxies deem advisable on such other matters as may properly come before the meeting or any adjournment(s) or postponement(s) thereof. The proposals described in the accompanying proxy statement, other than Proposal Seven, have been proposed by the Board of Directors.

IF VOTING BY MAIL, PLEASE COMPLETE, DATE AND SIGN ON REVERSE SIDE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

YOUR VOTE IS IMPORTANT!

Thank you in advance for participating in our ~~2017~~2023 Annual ~~Meeting~~

Meeting.

Vote by Internet, Telephone or Mail

24 Hours a Day, 7 Days a Week

Your phone or internet vote authorizes the named proxies to vote your shares

in the same manner as if you marked, signed and returned your proxy card.



: INTERNET/MOBILE www.proxypush.com/mchp	( PHONE 1-866-883-3382	* MAIL
Use the internet to vote your proxy until 11:59 p.m. ~~(CT)~~Eastern Time on August 21, ~~2017.~~2023.	Use a touch-tone telephone to vote your proxy until 11:59 p.m. ~~(CT)~~ Eastern Time on August 21, ~~2017.~~ 2023.	Mark, sign and date your proxy card and return it in the postage-paid envelope provided.

If you vote your proxy by internet or by telephone, you do NOT need to mail back your Proxy Card.

Table of Contents



TO VOTE BY MAIL AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL ITEMS BELOW, SIMPLY SIGN, DATE, AND RETURN THIS PROXY CARD.

The Board of Directors recommends you vote FOR the following:

Election of Directors:

01 ~~Steve Sanghi~~

~~For~~

~~Against~~

~~Abstain~~

02 Matthew W. Chapman

For

Against

Abstain

~~03 L.B. Day~~

02 Karlton D. Johnson

For

Against

Abstain

~~04 Esther L. Johnson~~

~~For~~

~~Against~~

~~Abstain~~

0503 Wade F. Meyercord

For

Against

Abstain

04 Ganesh Moorthy

For

Against

Abstain

05 Robert A. Rango

For

Against

Abstain

06 Karen M. Rapp

For

Against

Abstain

07 Steve Sanghi

For

Against

Abstain

The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 4,5,

and for a frequency period of ONE YEAR on proposal 5.6.

Proposal to approve ~~the~~an amendment and restatement of ~~Microchip's 2004 Equity Incentive~~our 2001 Employee Stock Purchase Plan to ~~(i) increase~~extend the ~~number of shares of common stock authorized for issuance thereunder by 6,000,000, (ii) re-approve the 2004 Equity Incentive Plan for purposes of Section 162(m)~~term of the ~~Internal Revenue Code, and (iii) make certain other changes as set forth in the amended and restated 2004 Equity Incentive Plan.~~Plan by ten years to August 31, 2034.

For

Against

Abstain

Proposal to approve an amendment and restatement of our 1994 International Employee Stock Purchase Plan to extend the term of the Plan by ten years to November 30, 2034.

For

Against

Abstain

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, ~~2018.~~

2024.

For

Against

~~Abstain~~

~~Proposal to approve, on an advisory (non-binding) basis, the compensation of our named executives.~~

~~For~~

~~Against~~

Abstain

Proposal to approve, on an advisory (non-binding) basis, the ~~frequency of holding an advisory vote on the~~ compensation of our named executives.

~~1 Year~~

~~2 Years~~For

~~3 Years~~Against

Abstain

Proposal to approve, on an advisory (non-binding) basis, the frequency period of the advisory executive compensation vote to be held every one, two, or three years.

1 Year

2 Years

3 Years

Abstain

The Board of Directors recommends you vote AGAINST proposal 7.

~~Date _________________________________~~

~~Signature(s) in Box~~

For

Against

Abstain

Please sign exactly as your name(s) ~~appears~~appear(s) on the Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations must provide full name of corporation and title of authorized officer signing the Proxy.

Signature (PLEASE SIGN WITHIN BOX)

Date

Signature (Joint Owners)

Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Form 10-K are available at www.microchip.com/annual_reports


Check the appropriate box:
o			Preliminary Proxy Statement
o			Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material Pursuant to § 240.14a-12



Payment of Filing Fee (check the appropriate box):
ý			No fee required.
¨			Fee paid previously with preliminary materials.
¨			Fee computed on table ~~below~~in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
	~~(1)~~	~~Title of each class of securities to which transaction applies:~~

	~~(2)~~	~~Aggregate number of securities to which transaction applies:~~

	~~(3)~~	~~Per unit price or other underlying value of transaction computed to Exchange Act Rule 0-11 (set forth the amount on which the fee is calculated and state how it was determined):~~

	~~(4)~~	~~Proposed maximum aggregate value of transaction:~~

	~~(5)~~	~~Total fee paid:~~

¨	~~Fee paid previously with preliminary materials.~~



¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	~~(1)~~	~~Amount Previously Paid:~~

	~~(2)~~	~~Form, Schedule or Registration Statement No.:~~

	~~(3)~~	~~Filing Party:~~

	~~(4)~~	~~Date Filed:~~


TIME:		9:00 a.m., Mountain Standard Time / Pacific Daylight Time

~~TIME:~~		~~9:00 a.m. Mountain Standard Time~~
PLACE:	Microchip Technology Incorporated 2355 W.West Chandler Boulevard Chandler, Arizona 85224-6199

ITEMS OF BUSINESS:		(1)	The election of each of ~~Steve Sanghi,~~ Matthew W. Chapman, ~~L.B. Day, Esther L.~~Karlton D. Johnson, ~~and~~ Wade F. Meyercord, Ganesh Moorthy, Robert A. Rango, Karen M. Rapp and Steve Sanghi to our Board of Directors to serve for the ensuing year and until their successors are elected and qualified.





		(2)	To approve ~~the~~an amendment and restatement of our ~~2004 Equity Incentive~~2001 Employee Stock Purchase Plan to ~~(i) increase~~extend the ~~number~~term of ~~shares of common stock authorized for issuance thereunder~~the plan by ~~6,000,000, (ii) re-approve the 2004 Equity Incentive Plan for purposes of Internal Revenue Code Section 162(m), and (iii) make certain other changes as set forth in the amended and restated plan.~~ten years to August 31, 2034.

		(3)	To approve an amendment and restatement of our 1994 International Employee Stock Purchase Plan to extend the term of the plan by ten years to November 30, 2034.

		(4)	To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of Microchip for the fiscal year ending March 31, ~~2018.~~2024.
		~~(4)~~
		(5)	To hold an advisory (non-binding) vote regarding the compensation of our named executives.
		~~(5)~~
		(6)	To hold an advisory (non-binding) vote regarding the frequency period of ~~holding~~the advisory executive compensation vote to be held every one, two, or three years.

		(7)	To consider a stockholder proposal requesting that our Board of Directors commission an ~~advisory vote~~independent third-party report, at reasonable expense and excluding proprietary information, on ~~the compensation~~our due diligence process to determine whether our customers' use of our ~~named executives.~~products contribute or are linked to violations of international law.
		~~(6)~~
		(8)	To transact such other business as may properly come before the annual meeting or any adjournment(s) or postponement(s) thereof.

		The Microchip Board of Directors recommends that you vote ~~for each of the foregoing items (1) through (4),~~FOR Proposals One, Two, Three, Four, and ~~for~~Five, FOR a frequency period of one year ~~on item (5).~~with respect to Proposal Six, and AGAINST Proposal Seven.

RECORD DATE:		Holders of Microchip common stock of record at the close of business on June ~~28, 2017~~23, 2023 are entitled to vote at the annual meeting.

ANNUAL REPORT:		Microchip's fiscal ~~2017~~2023 Annual Report, which is not a part of the proxy soliciting material, is enclosed.

PROXY:		It is important that your shares be represented and voted at the annual meeting. ~~You can~~Whether or not you expect to attend the annual meeting in person, please vote your shares ~~by completing and returning~~as promptly as possible using the enclosed proxy card, ~~sent to you. Stockholders may have a choice of voting their shares over~~or via the internet or ~~by telephone. If internet or~~ telephone ~~voting is available~~as instructed in the enclosed materials, in order to ~~you, voting instructions are printed on~~ensure your representation at the ~~proxy card sent to you.~~annual meeting. You can revoke your proxy at any time prior to its exercise at the annual meeting by following the instructions in the accompanying proxy statement.


						$8.44 Billion Net Sales in Fiscal Year 2023

						22,600 Employees

						125,000 Customers

						Headquartered Near Phoenix in Chandler, Arizona



Filed by the Registrant			ý
Filed by a Party other than the Registrant			o


			Steve Sanghi Executive Chair						Ganesh Moorthy CEO and President


			$8.439 billion Record Net Sales

			67.5% Record GAAP Gross Profit Percentage			67.8% Record Non-GAAP Gross Profit Percentage

			$3.116 billion Record GAAP Operating Income			$3.960 billion Record Non-GAAP Operating Income

			36.9% Record GAAP Operating Income as a Percentage of Net Sales			46.9% Record Non-GAAP Operating Income as a Percentage of Net Sales

			$2.238 billion Record GAAP Net Income			$3.353 billion Record Non-GAAP Net Income

			$4.02 Record GAAP Diluted Net Income Per Common Share			$6.02 Record Non-GAAP Diluted Net Income Per Common Share


Accountability •Annual election of all directors •Majority voting in uncontested director elections •Lead independent director •Annual Board and committee self-evaluation •Annual say on pay vote •Anti-hedging, anti-short sale and anti-pledging policies •Stock ownership requirement for directors, officers and other senior employees			Shareholder Rights •Proxy access •No shareholder rights plan •No dual class share structure •No Board members are over-boarded •Board succession planning and refreshment •CEO and executive succession planning •At least 75% of Board members must be independent (rounded down, e.g. 5 of 7 members) •Periodic reviews of committee charters, code of business conduct and ethics, and corporate governance guidelines •Risk oversight by full Board of cybersecurity, sustainability and human rights matters, as well as oversight of sustainability matters by the Nominating, Governance, and Sustainability Committee
Compensation Practices •Emphasis on performance-based metrics


What We Do			What We Don’t Do
Compensation Committee is comprised 100% of independent directors			No repricing of stock options
Balance short and long-term incentives, cash and equity and fixed and variable pay elements			No dividends or dividend equivalents on unearned awards
Performance-based awards comprising approximately 50% of the overall equity allocation to executive officers			No pledging or hedging of Microchip securities
Require one-year minimum vesting for awards granted under the Amended and Restated 2004 Equity Incentive Plan, subject to certain exceptions			No perquisites or excessive severance benefits
Solicit an annual advisory vote on executive compensation			No executive pension plans or company contribution to supplemental retirement plans
Maintain stock ownership guidelines			No dual class or non-voting stock


TABLE OF CONTENTS			Page

PAY VERSUS PERFORMANCE DISCLOSURE			46

COMPENSATION OF NAMED EXECUTIVE OFFICERS			3951

SUMMARY COMPENSATION TABLE			51

GRANTS OF PLAN-BASED AWARDS			53

OUTSTANDING EQUITY AWARDS			57

STOCK VESTED			64

NON-QUALIFIED DEFERRED COMPENSATION			64

EQUITY COMPENSATION PLAN INFORMATION			5266

CODE OF BUSINESS CONDUCT AND ETHICS			5467

OTHER MATTERS			5467

APPENDIX A			69

APPENDIX B			71

APPENDIX C			78



Name	Fees Earned or Paid in Cash		Stock Awards⁽¹⁾		Option Awards		Non-Equity Incentive Plan Compensation		All Other Compensation		Total
Steve Sanghi ⁽²⁾	$	—	$	—	$	—	$	—	$	—	$	—
Matthew W. Chapman	80,250		80,131		—		—		—		160,381
L.B. Day	80,250		80,131		—		—		—		160,381
Esther L. Johnson	80,250		80,131		—		—		—		160,381
Wade F. Meyercord	80,250		80,131		—		—		—		160,381



EQUITY GRANTS IN FISCAL 2017

Name of Individual or Identity of Group and Position	Number of Shares Subject to RSUs Granted	Weighted Average Fair Value ⁽¹⁾
Steve Sanghi CEO and Chairman of the Board	84,508	$	50.05
Ganesh Moorthy President and COO	50,413	$	50.51
Mitchell R. Little VP, Worldwide Sales and Applications	16,278	$	50.07
Stephen V. Drehobl VP, MCU8 and Technology Development Division	18,749	$	50.07
J. Eric Bjornholt VP, CFO	11,932	$	50.08
All current executive officers as a group (6 people)	195,739	$	50.18
All current directors who are not executive officers as a group (4 people)	5,488	$	58.40
All other employees as a group	1,434,428	$	51.61


	Fiscal Year
	2023		2022
Audit Fees (1)	$	5,644,000	$	5,469,000
Audit-Related Fees (2)	47,000		33,000
Tax Fees (3)	1,032,000		1,166,000
All Other Fees (4)	—		—
Total	$	6,723,000	$	6,668,000


Name and Address of Beneficial Owner	Number of Shares Beneficially Owned (1)	Percent of Common Stock (1)
The Vanguard Group, Inc. (2)	66,300,914	12.18
BlackRock, Inc. (3)	43,244,463	7.94




Steve Sanghi (4)	10,113,869	1.86
Ganesh Moorthy (5)	778,562	*
Matthew W. Chapman (6)	38,430	*
Wade F. Meyercord (7)	30,817	*
Esther L. Johnson (6)	25,502	*

Karen M. Rapp (6)	6,154	*
Karlton D. Johnson (6)	3,721	*
Robert A. Rango (8)	1,747	*
Richard Simoncic (9)	127,775	*
Stephen V. Drehobl (10)	86,115	*
J. Eric Bjornholt (11)	36,140	*

All directors and executive officers as a group (11 people) (12)	11,248,832	2.07



/s/ Kim van Herk
Kim van Herk Secretary


			$5.7 billion
						$2.8 billion

			Dividends Paid			Share Buybacks



Name and Address of Beneficial Owner	Number of Shares Beneficially Owned ⁽¹⁾	Percent of Common Stock ⁽¹⁾
The Vanguard Group, Inc. ⁽²⁾	22,016,435	9.60
T. Rowe Price Associates, Inc.⁽³⁾	19,870,438	8.66
BlackRock, Inc. ⁽⁴⁾	13,471,356	5.87
Steve Sanghi⁽⁵⁾	4,505,907	1.96
Matthew W. Chapman ⁽⁶⁾	27,236	*
L.B. Day ⁽⁷⁾	14,734	*
Esther L. Johnson	5,707	*
Wade F. Meyercord ⁽⁸⁾	38,279	*
J. Eric Bjornholt ⁽⁹⁾	15,477	*
Stephen V. Drehobl	14,263	*
Mitchell R. Little	8,576	*
Ganesh Moorthy ⁽¹⁰⁾	199,695	*
All directors and executive officers as a group (10 people) ⁽¹¹⁾	4,879,341	2.13


⁽⁵⁾	Includes 1,552,971 shares held of record by The Sanghi Trust (the "Sanghi Trust") and 2,952,936 shares held of record by The Sanghi Family Limited Partnership (the "Family Limited Partnership"). Steve Sanghi and Maria T. Sanghi are the sole trustees of the Sanghi Trust. The Sanghi Trust is the sole member of the Sanghi LLC which is the sole general partner of the Family Limited Partnership.


⁽⁶⁾	~~Includes 6,000 shares issuable upon exercise of options that are exercisable within 60 days of May 22, 2017.~~


⁽⁷⁾	~~Includes 6,000 shares issuable upon exercise of options that are exercisable within 60 days of May 22, 2017.~~


⁽⁸⁾	~~Includes 29,279 shares held of record by Wade F. Meyercord and Phyllis Meyercord as trustees, and 9,000 shares issuable upon exercise of options that are exercisable within 60 days of May 22, 2017.~~


⁽⁹⁾	~~Includes 15,477 shares held of record by J. Eric Bjornholt and Lynn Bjornholt as trustees.~~


⁽¹⁰⁾	~~Includes 199,695 shares held of record by Ganesh Moorthy and Hema Moorthy as trustees.~~


⁽¹¹⁾	~~Includes an aggregate of 21,000 shares issuable upon exercise of options that are exercisable within 60 days of May 22, 2017.~~



Target Quarterly Measurement						Actual Results
Performance Metric	Q1 FY17 %	Q2 FY17 %	Q3 FY17 %	Q4 FY17 %	Target % of Bonus	Q1 FY17 Perf. %	Q1 FY17 Bonus Payout %	Q2 FY17 Perf. %	Q2 FY17 Bonus Payout %	Q3 FY17 Perf. %	Q3 FY17 Bonus Payout %	Q4 FY17 Perf. %	Q4 FY17 Bonus Payout %
Total sequential revenue growth	1.50	1.50	1.50	1.50	10.00	2.41	13.03	3.54	16.80	0.84	7.80	2.44	13.13
High performance micro-controller sequential revenue growth	3.00	3.00	3.00	3.00	4.00	(0.92)	(1.23)	3.88	5.17	3.45	4.6	10.84	14.45
Analog sequential revenue growth	2.00	2.00	2.00	2.00	4.00	1.07	2.76	4.67	7.56	1.39	3.19	1.05	2.73
Licensing sequential revenue growth	1.50	1.50	1.50	1.50	2.00 ⁽¹⁾	3.09	4.59	14.97	10.98	0.69	1.46	(3.23)	(1.15)
Gross margin percentage (non-GAAP)	57.00	53.00	54.00	56.00	15.00	59.75	25.31	57.21	23.29	57.84	29.42	59.24	27.15
Operating expenses as a percentage of sales (non-GAAP)	28.00	30.00	27.00	26.50	15.00	27.05	19.75	26.73	21.35	25.04	24.81	23.66	29.20
Operating income as a percentage of sales (non-GAAP)	28.00	22.00	26.00	28.50	15.00	32.70	26.75	30.48	31.20	32.81	32.02	35.58	32.70
Earnings per share (quarterly) (non-GAAP)	$0.64	$0.73	$0.85	$0.97	15.00⁽¹⁾	75.94	31.41	93.87	24.15	104.73	38.21	115.78	34.36
EMICP Total	N/A	N/A	N/A	N/A	80.00	N/A	122.37	N/A	160.00	N/A	141.5	N/A	152.58
DMICP Total	⁽²⁾	⁽²⁾	⁽²⁾	⁽²⁾	20.00	N/A	37.63	N/A	0	N/A	33.50	N/A	47.42



Performance Metric (1)	Target Quarterly Measurement
	Q1 FY23		Q2 FY23		Q3 FY23		Q4 FY23
	Target	Target % of Bonus	Target	Target % of Bonus	Target	Target % of Bonus	Target	Target % of Bonus
Sequential net sales growth	1.50%	20.00%	1.50%	20.00%	1.50%	20.00%	1.50%	20.00%
Non-GAAP gross profit percentage	63.50%	15.00%	63.50%	15.00%	64.50%	15.00%	64.50%	15.00%
Non-GAAP operating expenses as a percentage of net sales	23.50%	15.00%	23.50%	15.00%	23.00%	15.00%	23.00%	15.00%
Non-GAAP operating income as a percentage of net sales	40.00%	15.00%	40.00%	15.00%	41.50%	15.00%	41.50%	15.00%
Non-GAAP diluted net income per common share	$1.34	15.00%	$1.44	15.00%	$1.55	15.00%	$1.62	15.00%
Discretionary (non-ESG)	N/A	15.00%	N/A	15.00%	N/A	15.00%	N/A	15.00%
Discretionary based on ESG goals	N/A	5.00%	N/A	5.00%	N/A	5.00%	N/A	5.00%

MICP Total	N/A	100.00%	N/A	100.00%	N/A	100.00%	N/A	100.00%


⁽¹⁾	~~For Q1 of fiscal 2017, the "Target % of Bonus" was 3% for licensing sequential revenue growth and 14% for non-GAAP earnings per share.~~


⁽²⁾	~~Each quarter, the Target Quarterly Measurement under the DMICP is discretionary.~~


Position	Minimum Dollar Value	Minimum Number of Shares
Non-Employee Members of the Board	$250,000	6,000
CEO and President	4 x Annual Salary	50,000
Executive Chair	3.5 x Annual Salary	40,000
Chief Operating Officer	3 x Annual Salary	24,000
Section 16(b) Executive Officers	2 x Annual Salary	12,000


Name	Salary $	Bonus $	Equity Compensation Due to Accelerated Vesting $ (1)	Tax Gross-up on Change of Control $ (2)	Continuation of Certain Benefits (3)
Ganesh Moorthy, CEO and President (4)	641,845	987,454	31,562,457	—	1 year
Steve Sanghi, Executive Chair (5)	967,114	1,197,734	27,763,360	—	2 years
Stephen V. Drehobl, Senior VP, MCU8 and MCU16 Business Units (4)	334,036	166,505	10,715,909	—	1 year
Richard Simoncic, Executive VP, Analog Power and Interface Business Unit (4)	319,225	159,122	7,860,647	—	1 year
J. Eric Bjornholt, Senior VP and CFO (4)	314,518	141,049	8,438,977	—	1 year



Name	Salary		Bonus		Equity Compensation Due to Accelerated Vesting ⁽¹⁾		Tax Gross-up on Change of Control ⁽²⁾		Continuation of Certain Benefits ⁽³⁾
Steve Sanghi ⁽⁴⁾	$	1,455,729	$	2,967,448	$	36,976,913	$	—	2 years
Ganesh Moorthy ⁽⁵⁾	412,000		345,446		16,490,420		—		1 year
Mitchell R. Little ⁽⁵⁾	309,480		154,264		7,239,220		—		1 year
Stephen V. Drehobl ⁽⁵⁾	270,035		131,902		8,336,624		—		1 year
J. Eric Bjornholt⁽⁵⁾	251,880		90,289		5,287,370		—		1 year


⁽¹⁾	~~Value represents the gain that our named executive officers would receive, calculated as the amount of unvested RSUs multiplied by our stock price on March 31, 2017.~~


⁽²⁾	This payment covers any excise tax that may be payable under Section 4999 of the Code if the payments provided for under the change of control agreement constitute "parachute payments" under Section 280G of the Code and the value of the payments is more than three times the executive officer's "base amount" as defined by Section 280G(b)(3) of the Code.


⁽³⁾	Benefits continued under the change of control agreements are limited to company-paid medical, dental, vision and life insurance coverage at the same level of coverage the executive was provided immediately prior to termination of employment with Microchip. Amounts are not determinable at this time and are dependent on each executive officer's individual circumstances.


⁽⁴⁾	The change of control payment includes an amount equal to twice the annual salary of the executive plus a bonus equal to two times the targeted annual amount payable to such executive under our management incentive compensation plans (EMICP and DMICP) and our ECBP.


Pay Versus Performance Table
Year	Summary Compensation Table Total			Compensation Actually Paid (1)(2)			Value of initial fixed $100 investment based on:		GAAP Net income (in millions) $		Non-GAAP Operating Income (in millions) $ (7)*
	PEO Ganesh Moorthy $ (3)(4)	PEO Steve Sanghi $ (3)	Non-PEO NEOs $ (3)	PEO Ganesh Moorthy $ (3)(4)	PEO Steve Sanghi $ (3)	Non-PEO NEOs $ (3)	TSR $ (5)	Peer group TSR $ (6)
2023	12,276,315		4,470,204	18,075,158		6,952,662	257.73	223.07		2,237.7		3,959.8
2022	12,759,667		3,861,570	9,925,324		1,781,606	227.23	233.18		1,285.5		2,965.3
2021	3,891,467	9,289,912	1,565,347	17,506,955	38,326,571	6,600,301	231.89	209.98		349.4		2,154.1