SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Check the appropriate box:
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[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Micron Technology, Inc.
--------------------------------------------------------
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
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by Rule 14a-6(e)(2))
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Section240.14a-12
MICRON TECHNOLOGY, INC.
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(Name of Registrant as Specified In Its Charter)
-Enter Company Name Here-
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[LOGO[LOGO]
NOTICE OF MICRON TECHNOLOGY, INC.]
Notice of 1999 Annual Meeting of Shareholders
January 18, 2000 To The Shareholders:
Notice Is Hereby GivenANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 28, 2000
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the 19992000 Annual Meeting of Shareholders of
Micron Technology, Inc., a Delaware corporation (the "Company"), will be held on
January 18,November 28, 2000, at 9:00 a.m., Mountain Standard Time, at the Boise Centre
on the Grove, 850 W. Front Street,Company's
headquarters located at 8000 South Federal Way, Boise, Idaho 83702,83716-9632, for the
following purposes:
1. To elect directors to serve for the ensuing year and until their
successors are elected and qualified.
2. To renew approval ofapprove an amendment to the Company's current Executive Bonus Plan for
purposesCertificate of Section 162(m)Incorporation
increasing the number of authorized shares of Common Stock from
1,000,000,000 to 3,000,000,000.
3. To approve an amendment to the Internal Revenue Code.
3.Company's Certificate of Incorporation
eliminating the Company's authority to issue Class A Common Stock.
4. To ratify the appointment of PricewaterhouseCoopers LLP as independent
accountants of the Company for the fiscal year ending August 31, 2000.
4.30, 2001.
5. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only shareholders of record at the close of business on November 19, 1999,October 2, 2000 are
entitled to notice of and to vote at the meeting. A complete list of the
Common Stock
shareholders entitled to vote at the meeting will be open to the examination of
any shareholder, for any purpose germane to the business to be transacted at the
meeting, during ordinary business hours for the ten-day period ending
immediately preceding the date of the meeting, at the Company's headquarters at
8000 S.South Federal Way, Boise, Idaho 83716-9632.
Attendance at the Annual Meeting will be limited to shareholders and guests
of the Company. Shareholders may be requiredasked to furnish proof of ownership of the
Company's stockCommon Stock before being admitted to the meeting. Directions to the
meeting's location accompany the Proxy Statement.
To ensure your representation at the meeting, you are urged to vote, sign,
date, and return the enclosed Proxyproxy as promptly as possible in the
postage-
prepaidpostage-prepaid envelope enclosed for that purpose. Alternatively, shareholders
may vote by telephone or electronically via the internet. Please refer to the
instructions included with the Proxyproxy for additional details. Shareholders
attending the meeting may vote in person even if they have already submitted
their vote.
By Order of the Board of Directors
Roderic W. Lewis
Vice President of Legal Affairs,
General CounselVICE PRESIDENT OF LEGAL AFFAIRS,
GENERAL COUNSEL & Corporate
SecretaryCORPORATE SECRETARY
Boise, Idaho
December 10, 1999October 24, 2000
YOUR VOTE IS IMPORTANT,IMPORTANT. PLEASE SUBMIT YOUR PROXY PROMPTLY.
[LOGO OF MICRON TECHNOLOGY, INC.][LOGO]
8000 S. Federal Way
Boise, IdahoSOUTH FEDERAL WAY
BOISE, IDAHO 83716-9632
----------------------------------------
PROXY STATEMENT
19992000 ANNUAL MEETING OF SHAREHOLDERS
January 18,NOVEMBER 28, 2000
----------------------------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GeneralGENERAL
The enclosed Proxyproxy is solicited on behalf of the Board of Directors of
Micron Technology, Inc. (the "Company"), for use at the 19992000 Annual Meeting of
Shareholders to be held on January 18,November 28, 2000, at 9:00 a.m., Mountain Standard
Time, or at any adjournment thereof (the "Annual Meeting"). The purposes of the
Annual Meeting are set forth herein and in the accompanying Notice of 19992000
Annual Meeting of Shareholders. The Annual Meeting will be held at the Boise
Centre on the Grove, 850 W. Front Street,Company's
headquarters located at 8000 South Federal Way, Boise, Idaho 83702.83716-9632.
Directions to the Annual Meeting accompany this Proxy Statement. The Company's
telephone number is (208) 368-4000.
This Proxy Statement and enclosed Proxyproxy are first being mailed on or about
December 10, 1999,October 24, 2000, to all shareholders entitled to vote at the meeting.
Record DateRECORD DATE
Shareholders of record at the close of business on November 19, 1999October 2, 2000 (the
"Record Date"), are entitled to notice of and to vote at the meeting.
Revocability of ProxyREVOCABILITY OF PROXY
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by attending the Annual Meeting and voting
in person or by delivering to the Company a written notice of revocation or
another duly executed proxy bearing a date later date than the earlier given proxy.
SolicitationSOLICITATION
The cost of solicitation will be borne by the Company. In addition, the
Company may reimburse brokerage firms and other persons representing beneficial
owners of shares for their expenses in forwarding solicitation materials to such
beneficial owners. Proxies may be solicited by the Company's directors, officers
and employees, without additional compensation, personally or by telephone,
internet facsimile or telegram.facsimile. The Company intends to use the services of Beacon Hill Partners,Corporate
Investor Communications, Inc., a proxy solicitation firm, in connection with the
solicitation of proxies. Although the exact cost of those services is not known
at this time, it is anticipated that the cost to the Company will be
approximately $5,000.$10,000.
1
VOTING SECURITIES AND PRINCIPAL HOLDERS
Outstanding SharesOUTSTANDING SHARES
The Company has two classesone class of stock outstanding, Common Stock, $.10 par value
per share (the "Common Stock") and non-voting Class A Common Stock, $.10
par value per share ("Class A Common Stock"). At October 2, 2000, the Record Date,
November 19,
1999, 254,037,024567,667,350 shares of the Common Stock were issued and outstanding and
15,810,277 shares of Class A Common Stock were issued and outstanding.
Voting RightsVOTING RIGHTS
Under the Delaware General Corporation Law and the Company's Certificate of
Incorporation and Bylaws, each shareholder will be entitled to one vote for each
share of the Company's Common Stock held at the Record Date for all matters,
including the election of directors, unless cumulative voting for the election
of directors is required. The Company's Class A Common Stock is not
entitled to vote at the Annual Meeting. The required quorum for the transaction of business at
the Annual Meeting is a majority of the votes eligible to be cast by holders of
shares of the Company's Common Stock issued and outstanding on the Record Date.
Shares that are voted "FOR," "AGAINST,"
"WITHHELD""AGAINST" or "ABSTAIN" and, with respect to the
election of directors, "WITHHOLD" or "DO NOT VOTE FOR," are treated as being
present at the Annual Meeting for the purposes of establishing a quorum and are
tallied to determine the shareholder'sshareholders' decision with respect to the matter voted
upon (the "Votes Cast"). Abstentions will have the same effect of voting against
a proposal. Broker non-votes will be counted for purposes of determining the
presence or absence of a quorum for the transaction of business, but such
non-votes will not be counted for purposes of determining the number of Votes
Cast with respect to the particular proposal on which a broker has expressly not
voted. Thus, a broker non-vote will generally not effect the outcome of the
voting on a proposal. However, with respect to the proposed amendments to the
Company's Certificate of Incorporation, such business items will require the
affirmative vote of a majority of the outstanding shares of Common Stock
entitled to vote on such matter. Thus, broker non-votes will have the effect of
a vote "AGAINST" such business items.
The seven nominees for director receiving the highest number of Votes Cast
will be elected, whether or not any one of them receives the vote of a majority
of the shares represented and entitled to vote at the Annual Meeting.
Abstentions and broker non-votes as to the election of the directors will not
count as Votes Cast "FOR" any nominee.
Cumulative voting for the election of directors shall not be required unless
at least one shareholder has givenrequested cumulative voting by written notice to
the Secretary of the Company of its intention to cumulate votes at least 15 days prior to the date of the meeting.
If cumulative voting is requested,required, every shareholder voting for the election of
directors may cumulate such shareholder's votes and give one candidate a number
of votes equal to the number of directors to be elected multiplied by the number
of votes to which the shareholder's shares are entitled, or distribute the
shareholder's votes among as many candidates as the shareholder thinks fit,
provided that votes cannot be cast for more than seven candidates. If cumulative
voting is required, the persons authorized to vote shares represented by proxies
shall have the authority and discretion to vote such shares cumulatively for any
candidate or candidates for whom authority to vote has not been withheld.
The seven nominees for
director receiving the highest number of Votes Cast will be elected, whether
or not any one of them receives the vote of a majority of the shares
represented and entitled to vote at the Annual Meeting. Abstentions and broker
nonvotes as to the election of the directors will not count as Votes Cast
"FOR" or "AGAINST" any nominee.
Voting of ProxiesVOTING OF PROXIES
The shares of the Company's Common Stock represented by all properly
executed proxies received in time for the meeting will be voted in accordance
with the directions given by the shareholders. If no instructions are given,
the shares will be votedIF NO INSTRUCTIONS ARE GIVEN, THE
SHARES WILL BE VOTED (i) FOR each of the nominees named herein as directors, or
their respective substitutes as may be appointed by the Board of Directors,
(ii) FOR renewal of the approval of the amendment to the Company's current Executive
Bonus Plan for purposesCertificate of Section 162(m)Incorporation
increasing the number of authorized shares, (iii) FOR approval of the Internal Revenue Code, (iii)amendment
to the Company's Certificate of Incorporation eliminating the Company's
authority to issue Class A Common Stock, (iv) FOR ratification of the
appointment of PricewaterhouseCoopers LLP as independent accountants of the
Company for fiscal 2000,2001, and (iv)(v) in the discretion of the proxyholdersproxy holders for such
other matter or matters which may properly come before the meeting or any
adjournment or adjournments thereof.
2
Security Ownership of Certain Beneficial Owners and ManagementSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth security ownership information as of
November 19, 1999,October 2, 2000, based on the most current information provided to the Company
by the beneficial owners, available to the Company from its own records or
provided in Securities and Exchange Commission ("SEC") filings made by the
beneficial owners, for (i) persons known by the Company to own beneficially more
than five percent (5%) of the Company's Common Stock, (ii) each director,
(iii) each Named Executive Officer listed in the "Summary Compensation Table"
set forth herein, and (iv) all directors and executive officers as a group:
Name and Address of Number of Right to Percent of
Beneficial Owner Shares Owned(1) Acquire(2) Total Class (3)NUMBER OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OWNED(1) RIGHT TO ACQUIRE(2) TOTAL CLASS(3)
- ------------------------------------------------------- --------------- ----------------------------- ---------- ----------
FMR Corp. .............................. 84,522,515(4) 0 84,522,515 14.89%
82 Devonshire Street
Boston, Massachusetts 02109
Texas Instruments Incorporated............ 28,933,092(4) 12,333,358(5) 41,266,450 15.49%Incorporated ......... 32,285,684(5) 24,666,716(6) 56,952,400 9.61%
7839 Churchill Way M.S. 3999
Dallas, Texas 75251
FMR Corp................. 20,139,489(6) 1,729,213(7) 21,868,702 8.55%
82 Devonshire Street
Boston, Massachusetts
02109
Capital Research and Management Company...... 22,782,800(8) 1,112,040(9) 23,894,840 9.37%34,489,600(7) 0 34,489,600 6.08%
Company.................................
333 South Hope Street
Los Angeles, CA 90071
Intel Corporation........ -- 15,810,277(10) 15,810,277 5.86%
2200 Mission College
Boulevard
Santa Clara, California
95052
J.R. Simplot Company..... 14,936,000(11) -- 14,936,000 5.88%
999 Main Street, Suite
1300
Boise, Idaho 83707
Steven R. Appleton....... 191,290 301,949 493,239Appleton...................... 377,948(8) 188,500 566,448 *
James W. Bagley.......... -- 19,000 19,000Bagley......................... 0 50,462 50,462 *
Donald D Baldwin......... 42,431(12) -- 42,431D. Mark Durcan.......................... 47,967(9) 196,434 244,401 *
Robert M. Donnelly....... -- 85,320 85,320Jay L. Hawkins.......................... 83,124 234,276 317,400 *
Joel J. Kocher........... 6,400(13) 148(14) 6,548Roderic W. Lewis........................ 22,344 180,554(10) 202,898 *
Robert A. Lothrop........ 42,997(15) 19,000 61,997Lothrop....................... 85,994(11) 50,462(12) 136,456 *
Thomas T. Nicholson...... 1,443,970(16) 19,000 1,462,970Nicholson..................... 2,819,940(13) 50,462 2,870,402 *
Don J. Simplot........... 149,783(17) 19,000 168,783Simplot.......................... 244,866(14) 48,614 293,480 *
Gordon C. Smith.......... 1,132(18) 9,000 10,132Smith......................... 383(15) 16,000 16,383 *
Wilbur G. Stover, Jr..... 21,478(19) 147,216 168,694Jr.................... 42,956(16) 152,000 194,956 *
William P. Weber......... 36,763 -- 36,763Weber........................ 73,848 10,000 83,848 *
All directors and executive officers as 4,012,166(17) 1,463,400(18) 5,475,566 *
a group (15 persons)...... 2,170,966(20) 971,217(21) 3,142,183 1.23%..................
- --------------------------------
* Less than 1%
(1) Excludes shares that may be acquired through the exercise of outstanding
stock options.
(2) Represents shares that an individual or entity has a right to acquire
within 60 days of November 19, 1999.October 2, 2000.
(3) For purposes of calculating the Percent of Class, shares that the person or
entity had a Right to Acquire are deemed to be outstanding to calculate the
Percent of Class of such person or entity, but are not deemed to be
outstanding for the purpose of calculating the Percent of Class of any
other person or entity.
(4) Includes 75,221,442 shares beneficially owned by Fidelity Management &
Research Company; 6,840,943 shares beneficially owned by Fidelity
Management Trust Company; and 2,460,130 shares beneficially owned by
Fidelity International Limited. FMR Corp. has sole dispositive power with
respect to 84,522,515 shares and sole voting power with respect to
9,301,073 shares. This information is based upon a letter dated
September 15, 2000, sent to the Company by FMR Corp.
(5) Pursuant to an agreement between Texas Instruments Incorporated ("TI") and
the Company, TI has agreed that, subject to certain conditions, it will
vote its shares of the Company's Common Stock in
3
the same proportion (for, against and abstain) as votes cast by the other
holders of the Company's Common Stock with respect to each matter submitted
to the shareholders.
(5)(6) Represents shares issuable on October 10, 2000, as a result of the
assumed conversion of $740,000,000 principleprincipal amount of 6.5% Convertible
Subordinated Notes due September 30, 2005.
3
(6) Includes 15,866,802 shares beneficially owned by Fidelity Management &
Research Company, 3,605,737 shares beneficially owned by Fidelity
Management Trust Company, and 666,950 shares beneficially owned by
Fidelity International Limited. FMR Corp. has sole dispositive powerOctober 1, 2005 (the "Notes").
(7) Investment discretion with respect to all of thethese shares and sole voting power with respect to
4,288,493 shares. The foregoing is based upon information obtained from a
letter dated November 24, 1999, sent to the Companydisclaimed by FMR Corp.
(7) Includes 1,713,407 shares beneficially owned by Fidelity Management &
Research Company as a result of the assumed conversion of $115,560,000
principal amount of the 7% Convertible Subordinated Debentures due July
1, 2004 ("Debentures") and includes 15,806 shares beneficially owned by
Fidelity Management Trust Company as a result of the assumed conversion
of $1,066,000 principal amount of the Debentures. The foregoing is based
upon information obtained from a letter dated November 24, 1999, sent to
the Company by FMR Corp.
(8) Capital
Research and Management Company has sole dispositive power with
respect to all of the shares, but does not have shared or sole voting
power with respect to any of the shares. The foregoingCompany. This information is based upon information obtained from a
Schedule 13GForm 13-F, dated August 14, 2000, filed by Capital Research and Management
Company with the Securities and Exchange Commission
("Commission") on February 11, 1999.
(9) RepresentsSEC.
(8) Includes 20,000 shares beneficially owned by Capital Research and Management
Company as a result of the assumed conversion of $75,000,000 principal
amount of the Debentures. The foregoing is based upon information
obtained from a Schedule 13G filedMesa L.P.
(9) Includes 891 shares beneficially owned by Capital Research and Management
Company with the Commission on February 11, 1999.Mr. Durcan's spouse.
(10) Represents 100% of the Company's outstanding Class A Common Stock, which
is exchangeable for Common Stock, subject to certain conditions. The
Company's Class A Common Stock is not entitled to vote at the Annual
Meeting.
(11) Includes (i) 7,336,000 shares as to which J.R. Simplot Company has both
voting and dispositive power, (ii) 5,000,000 shares as to which J.R.
Simplot Company has sole voting power but no dispositive power and (iii)
2,600,000 shares as to which J.R. Simplot Company has the power to direct
the vote but no dispositive power. Excludes 7,600,000 shares which are
subject to a pledge agreement and as to which shares J.R. Simplot Company
has no voting power and no present dispositive power, but can reclaim
possession and dispositive power at any time, subject to certain
conditions.
(12) Includes 2,431 shares held by his minor children.
(13) Held in joint tenancy with Mrs. Kocher.
(14) Represents shares issuable as a result of the assumed conversion of
$9,305.25 principal amount of the Debentures. Does not include options to purchase 270,00061,000 shares of Micron
Electronics, Inc. ("MEI") Common Stock which are exercisable within
60 days of November 19, 1999.
(15)October 2, 2000.
(11) Includes 42479,170 shares held in the name of Mrs. Lothrop and 39,585 shares
heldbeneficially owned in joint tenancy with
Mrs. Lothrop.
(16)Mr. Lothrop's spouse and 848 shares beneficially owned by Mr. Lothrop's
spouse.
(12) Does not include options to purchase 13,000 shares of MEI Common Stock
which are exercisable within 60 days of October 2, 2000.
(13) Includes 10,000100,000 shares held in the name of Mountain View Equipment
Company; 8,000 shares held in the name of Miller-Nicholson, Inc.; 7,000
shares held in the name of MN One, Inc.; 10,000 shares held in the name
of MN II, Inc.; 50,000 shares heldbeneficially owned by Blacks Creek Ltd.
Partnership; 33,340 shares beneficially owned by Mr. Nicholson's spouse;
10,000 shares beneficially owned by MN II, Inc.; and 16,6708,000 shares
heldbeneficially owned by Mrs. Nicholson.
(17)Mountain View Equipment Company.
(14) Does not include shares beneficially owned by J.R. Simplot Company.
Mr. Simplot may be deemed to be the beneficial owner of shares
beneficially owned by J.R. Simplot Company. HeCompany because he is a shareholder,
a Director, and the Corporate Vice President and member of the Office of the
Chairman of J.R. Simplot Company. J.R. Simplot Company beneficially owns
18,632,000 shares which include (i) 1,632,000 shares as to which J.R.
Simplot Company has both voting and isdispositive power and (ii) 17,000,000
shares as to which J.R. Simplot Company has sole voting power, but no
dispositive power. The number of shares beneficially owned by J.R. Simplot
Company excludes (i) 15,200,000 shares which are subject to a member of its
Office of the Chairman.
(18) Includes 750pledge
agreement and as to which shares held in joint tenancy with Mrs. Smith.
(19) Includes 1,950J.R. Simplot Company has no voting power
and no dispositive power and (ii) 190,000 shares held by histhe Simplot
Foundation, the directors of which are directors or officers of J.R.
Simplot Company. This information is based on a memo dated September 26,
2000, sent to the Company by J.R. Simplot Company.
(15) Includes 247 shares beneficially owned by G.C. Smith L.L.C.
(16) Includes 3,900 shares beneficially owned by Mr. Stover's minor children.
(20)(17) Does not include shares beneficially owned by J.R. Simplot Company (see
footnote (17)(14) above). Does not include shares of MEI Common Stock
heldbeneficially owned by directors and executive officers. The total number
of shares of MEI held directly by all directors and executive officers as
a group represents less than 1% of the total outstanding shares of MEI.
Excludes shares of MEI heldbeneficially owned by the Company which certain
directors and executive officers of the Company may be deemed to beneficially own.
(21)(18) Does not include options to purchase 310,000404,000 shares of MEI Common Stock
exercisable within 60 days of November 19, 1999,October 2, 2000, by all directors and
executive officers as a group (2(3 persons).
4
BUSINESS TO BE TRANSACTED
PROPOSAL 1. ELECTION OF DIRECTORS
NomineesNOMINEES
The Company's Bylaws currently provide for seven directors and it is
contemplated that a Boardboard of seven directors will be elected at the meeting.
Unless otherwise instructed, the proxy holders will vote the proxies received by
them for management's seven nominees named below, all of whom are presently
directors of the Company. If any management nominee is unable or declines to
serve as a director at the time of the Annual Meeting, the proxies will be voted
for any nominee who shall be designated by the present Board of Directors to
fill the vacancy. It is not expected that any nominee listed below will be
unable or will decline to serve as a director. If additional persons are
nominated for election as directors, the proxy holders intend to vote all
proxies received by them in such a manner as will ensure the election of as many
of the nominees listed below as possible. It is not expected that any nominee listed
below will be unable or will decline to serve as a director. The term of office of each person
elected as a director will continue until the next annual meeting of
shareholders or until such person's successor has been elected and qualified,
except in the case of earlier death, resignation or removal. Officers are
appointed annually by the Board of Directors and serve until their successors
are duly chosen and qualified, except in case of earlier death, resignation or
removal. The names of the seven nominees and certain information about them are
set forth below:
Served as a
Name of Nominee Age Principal Occupation Director Since
--------------- --- --------------------SERVED AS A
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
- -------------------------------------- -------- -------------------------------------- --------------
Steven R. Appleton... 39Appleton.................... 40 Chairman, Chief Executive Officer and 1994(1)
President of the Company
James W. Bagley...... 60Bagley....................... 61 Chairman and Chief Executive Officer 1997
of Lam 1997 Research Corporation
Robert A. Lothrop.... 73Lothrop..................... 74 Retired, former Senior Vice President 1994(2)
of J.R. 1994(2) Simplot Company
Thomas T. Nicholson.. 63Nicholson................... 64 Vice President and member of the Board 1980
of 1980 Directors of Honda of Seattle and
Toyota of Seattle and Vice President
of Mountain View Equipment Company
Don J. Simplot....... 64Simplot........................ 65 Member of Office of the Chairman and 1982
Corporate Vice President of J.R.
Simplot Company
Gordon C. Smith...... 70 PresidentSmith....................... 71 Chairman and Chief Executive Officer 1990(3)
of Wesmar, Inc.G.C. Smith L.L.C. and Secretary and 1990(3)
Treasurer of SSI Management Corp.
William P. Weber..... 59Weber...................... 60 Retired, former Vice Chairman of Texas 1998
Instruments Incorporated
- ----------------------------------
(1) Mr. Appleton also served as a member of the Board of Directors of the
Company between April 1991 and July 1992.
(2) Mr. Lothrop also served as a member of the Board of Directors of the Company
between August 1986 and July 1992.
(3) Mr. Smith also served as a member of the Board of Directors of the Company
between February 1982 and February 1984.
EachSet forth below are the principal occupations of the nominees has been engaged in the principal occupations set forth
below duringfor at least
the past five5 years:
StevenSTEVEN R. AppletonAPPLETON joined the Company in February 1983 and has served in
various capacities with the Company and its subsidiaries. Mr. Appleton first
became an officer of the Company in August 1989 and has served in various
officer positions, including overseeing the Company's semiconductor operations
as President, 5
Chief Executive Officer and Director of Micron
Semiconductor, Inc. ("MSI"), then a wholly-ownedwholly-
5
owned subsidiary of the Company, from July 1992 to November 1994. From
April 1991 until July 1992 and since May 1994, Mr. Appleton has served on the
Company's Board of Directors. Since September 1994, Mr. Appleton has served as
the Chief Executive Officer, President and Chairman of the Board of Directors of
the Company. Mr. Appleton also serves as a Director of MEI. Mr. Appleton holds a
BA in Business Management from Boise State University.
JamesJAMES W. BagleyBAGLEY became the Chairman and Chief Executive Officer of Lam
Research Corporation ("Lam"), a supplier of semiconductor manufacturing
equipment, in August 1997, upon consummation of a merger of OnTrak
Systems, Inc. ("OnTrak"), a supplier of semiconductor manufacturing equipment,
into Lam. From June 1996 to August 1997, Mr. Bagley served as the Chairman and
Chief Executive Officer of OnTrak. Prior to joining OnTrak, Mr. Bagley was
employed by Applied Materials, Inc., also a supplier of semiconductor
manufacturing equipment, for 15 years in various senior management positions,
including Chief Operating Officer and Vice Chairman of the Board. Mr. Bagley currently is
a Directormember of three suppliersthe Board of semiconductor manufacturing
equipment: KLA-Tencor Corporation,Directors of Teradyne, Inc. and Kulicke & Soffe
Industries, Inc. He has served on the
Company's Board of Directors since June 1997. Mr. Bagley holds a BS in
Electrical Engineering and MS in Electrical Engineering from Mississippi State
University.
RobertROBERT A. LothropLOTHROP served as Senior Vice President of J.R. Simplot Company,
an agribusiness company, from January 1986 until his retirement in
January 1991. From August 1986 until July 1992 and since May 1994, Mr. Lothrop
has served on the Company's Board of Directors. From July 1992 until
November 1994, he served as a Director of MSI. Mr. Lothrop also serves as a
Director of MEI. Mr. Lothrop holds a BS in Engineering from the University of
Idaho.
ThomasTHOMAS T. NicholsonNICHOLSON has served as Vice President and a member of the Board
of Directors of Honda of Seattle and Toyota of Seattle since 1988.
Mr. Nicholson has also served since 1982May 2000 as Vice President of Mountain View
Equipment Company and since 1962 has been a partnerfrom 1982 to May 2000 served as President of CCT Land & Cattle.Mountain View
Equipment Company. He has served on the Company's Board of Directors since
May 1980. Mr. Nicholson holds a BS in Agriculture from the University of Idaho.
DonDON J. SimplotSIMPLOT served as the President of Simplot Financial Corporation, a
wholly-owned subsidiary of J.R. Simplot Company, from February 1985 until
January 1992. Since 1955, Mr. Simplot has served in various capacities with J.R.
Simplot Company and presently serves as a Corporate Vice President. Since
April 1994, he has also served as a member of the Office of the Chairman of J.R.
Simplot Company. Mr. Simplot is a member of the Board of Directors of IMPCO
Technologies, Inc. He has served on the Company's Board of Directors since
February 1982.
Mr. Simplot is also a Director of IMPCO Technologies, Inc.
GordonGORDON C. SmithSMITH has served as PresidentChairman and Chief Executive Officer of Wesmar, Inc.G.C.
Smith L.L.C., a food serviceholding company for ranch operations and other investments,
since May 2000. Since September 1996 and1994, Mr. Smith has also served as Secretary and
Treasurer of SSI Management Corp., which manages food service, land, livestock
and aircraft operations, since September 1994.operations. Mr. Smith served in various management positions from
July 1980 until January 1992 for Simplot Financial Corporation, a wholly-owned
subsidiary of the J.R. Simplot Company. From May 1988 until his retirement in
March 1994, Mr. Smith served as the President and Chief Executive Officer of
J.R. Simplot Company. From September 1996 until September 1999, he served as
President of Wesmar, Inc., a food service company. From February 1982 until
February 1984 and since September 1990, he has served on the Company's Board of
Directors. Mr. Smith holds a BS in Accounting from Idaho State University.
WilliamWILLIAM P. WeberWEBER served in various capacities with Texas Instruments
Incorporated,TI, a semiconductor
manufacturing company, and its subsidiaries from 1962 until April 1998. From
December 1986 until December 1993 he served as the President of Texas Instruments Incorporated'sTI's worldwide
semiconductor operations and from December 1993, until his retirement in
April 1998, he served as Vice Chairman of Texas Instruments Incorporated.TI. He is a member of the Board of
Directors of Kmart Corporation and Unigraphics Solutions, Inc. He has served on the Company's Board of
Directors since July 1998. Mr. Weber holds a BS in Engineering from Lamar
University and a MS in Engineering from Southern Methodist University.
6
SectionSECTION 16(a) Beneficial Ownership Reporting ComplianceBENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own beneficially
more than ten percent (10%) of the Common Stock of the Company, to file reports
of ownership and changes of ownership with the Securities and Exchange
CommissionSEC and the New York Stock
Exchange. Copies of all filed reports are required to be furnished to the
Company pursuant to Section 16(a). Based solely on the reports received by the
Company and on written representations from reporting persons, the Company
believes that the directors, executive officers, and greater than ten percent
(10%) beneficial owners complied with all applicable filing requirements during
the fiscal year ended September 2,
1999,August 31, 2000, except for Mr. Kocher.in two instances. Timely reports
on SEC Form 4 (Statement of Changes in Beneficial Ownership) were not filed for
the disposition on April 6, 2000, of the following shares of the Company's
Common Stock which may be deemed to have been beneficially owned by
Mr. Kocher in connection
with a purchaseNicholson: 16,000 shares by Miller-Nicholson, Inc.; 14,000 shares by MN
One, Inc.; and 10,000 shares by MN II, Inc. In addition, Mr. Simplot did not
timely report the acquisition of 1,000808 shares of the Company's Common Stock on
March 25,
1999,January 31, 2000. All of the above share amounts have been adjusted for the
Company's 2-for-1 stock split which was effected on May 1, 2000.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During fiscal 2000, TI paid $1,428,517 to the Company for relocation
reimbursement, assembly and testing fees, service contracts and miscellaneous
other charges relating to the Company's acquisition of substantially all of TI's
semiconductor memory operations on September 30, 1998 (the "Acquisition"). The
Company paid $9,457,447 to TI during fiscal 2000 pursuant to service contracts
related to the Acquisition. In addition, during fiscal 2000, TI purchased
$1,512,500 worth of used equipment from the Company.
During fiscal 2000, the Company paid $17,810,149 to Lam Research Corporation
for semiconductor manufacturing equipment and related services and received
$350,000 from Lam Research Corporation for used equipment.
During fiscal 2000, MEI invoiced $886,932 to the J.R. Simplot Company for
computer equipment and e-services.
During fiscal 2000, the Company paid $97,259 for discount admission tickets
to BowDen Properties, LLC d.b.a. Roaring Springs Water Park. The tickets were
subsequently resold at cost to Company employees. Mr. Nicholson is a subsequent salemember of
1,000 sharesBowDen Properties, LLC.
Intel Corporation ("Intel") was the beneficial owner of more than 5% of the
Company's outstanding Common Stock on
April 5, 1999.
Certain Relationships and Related Transactionsuntil approximately July 2000. During
fiscal 1999, the Company and its subsidiaries sold equipment to, and
purchased equipment from, Texas Instruments Incorporated.
During fiscal 1999,2000, the Company and its subsidiaries purchased microprocessors,
chipsets, motherboards and other products from Intel and sold semiconductor
memory products and personal computer systems to Intel. In addition, Intel and
MEI shared the cost of qualifying MEI advertising and marketing expenditures
pursuant to a cooperative advertising program sponsored by Intel.
In August 1999, the Company purchased all of the shares of its subsidiary,
Micron Communications, Inc. ("MCC"), which were held by persons other than the
Company. MCC was subsequently merged into the Company. The following executive
officers of the Company received the following amounts from the Company in
exchange for their MCC shares: Mr. Appleton (through Mesa, L.P., a limited
partnership of which Mr. Appleton is the general partner), $169,500; Mr.
Baldwin, $106,300; and Mr. Stover, $154,300. In addition, Kipp A. Bedard, the
Company's Vice President of Corporate Affairs, received $117,800 from the
Company in exchange for his MCC shares.
During fiscal 1999, the Company purchased semiconductor manufacturing
equipment and related services from Lam Research Corporation and sold excess
spare parts to Lam Research Corporation.
During fiscal 1999, J.R. Simplot Company and its subsidiaries purchased
approximately $809,400 of computer equipment from MEI.
During fiscal 1999, Honda of Seattle purchased approximately $124,700 of
computer equipment from MEI.
Board Meetings and CommitteesBOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of sevensix meetings during
the fiscal year ended September 2, 1999.August 31, 2000. The Board of Directors has a standing
Audit Committee and a standing Compensation Committee.
The Audit Committee held twothree meetings during fiscal 1999.2000.
Messrs. Nicholson, Smith, and SmithWeber served on the Audit Committee during all of
fiscal 1999. On November
23, 1998, Mr. Weber was appointed to the Audit Committee and he served on the
Audit Committee for the remainder of fiscal 1999.2000. The Audit Committee is primarily responsible for reviewing the
services performed by the Company's independent accountants and evaluating the
Company's accounting principles and system of internal accounting controls.
7
The Compensation Committee held fivethree meetings during fiscal 1999.2000.
Mr. Bagley, Mr. Lothrop and Mr. Nicholson served on the Compensation Committee
during all of fiscal 1999.2000. The Compensation Committee is primarily responsible
for reviewing and approving the compensation for the Company's officers. See
"Report of the Compensation Committee of the Board of Directors Regarding
Executive Compensation."
During fiscal 1999,2000, all incumbent directors attended 75% or more of the
aggregate of (i) the total number of meetings of the Board of Directors and
of(ii) the total number of meetings of all committees of the Board on which they
served.
78
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table shows all compensation paid toearned by the Company's Chief
Executive Officer and the Company's other four most highly compensated executive
officers who were serving as executive officers at the end of fiscal 19992000
("Named Executive Officers") for all services rendered to the Company and its
subsidiaries for each of the last three completed fiscal years:
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
-------------------- ------------
Other Annual Options All Other
Name and Principal Position Fiscal Year Salary(1) Bonus(2) Compensation Granted(3) Compensation(4)LONG-TERM
COMPENSATION
-----------------------
ANNUAL COMPENSATION OPTIONS ALL OTHER
FISCAL ---------------------- GRANTED COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY(1) BONUS(2) (3)(4) (5)
- --------------------------- ------------------- --------- ---------- -------- ------------
------------ ---------------
Steven R. Appleton........ 1999 $605,000 $1,481,605 $ 0 125,000 $ 1,500Appleton ........................ 2000 $656,827 $2,541,793 250,000 $1,500
Chairman, CEO & President 1999 605,000 1,481,605 250,000 1,500
1998 658,654 4,246 0 3,474
D. Mark Durcan ............................ 2000 322,260 1,851,284 200,000 1,500
CTO & Vice President of Research & 1999 302,500 276,472 180,000 1,500
Development 1998 329,710 69,745 0 3,474
President 1997 567,404 2,731,078 0 295,069(5) 5,548
Donald D. Baldwin......... 1999 255,962 737,687 0 90,000Jay L. Hawkins ............................ 2000 275,048 1,300,251 150,000 1,500
Vice President of Sales & 1998 277,404 4,509 0 0 4,730
Marketing(6) 1997 232,645 1,336,409 0 124,090(5) 5,548
Robert M. Donnelly........Operations 1999 255,962 677,652173,696 150,000 1,500
1998 278,248 1,842 0 75,000 1,50016,960
Roderic W. Lewis .......................... 2000 277,356 1,790,293 200,000 6,736
Vice President of MemoryLegal Affairs, General 1999 255,962 313,719 180,000 1,500
Counsel & Corporate Secretary 1998 277,404278,870 1,842 0 0 3,474
Products 1997 208,558 1,199,230 0 129,251(5) 5,548
Joel J. Kocher............ 1999 448,077 255,768(7) 0 0(8) 3,670
Chairman and CEO of 1998 220,769 300,362(7) 0 0(8) 56,772
Micron Electronics, Inc. 1997(9) -- -- -- -- --8,102
Wilbur G. Stover, Jr...... 1999 358,346 874,921 0 90,000Jr. ..................... 2000 377,683 1,797,308 200,000 1,500
Vice President of Finance & CFO 1999 358,346 874,921 180,000 1,500
1998 390,289 2,547 0 0 12,359
& CFO 1997 359,423 1,660,868 0 195,073(5) 39,345
- --------------------------------
(1) Includes compensation deferred by the employee under the Company's 401(k)
retirement plan.
(2) In the case of Messrs. Appleton, Baldwin, Donnelly and Stover, includesIncludes executive bonuses earned and paid during the fiscal year for financial
performance goals relating to previous fiscal years.1997 and 2000. See the subheading
"Company Performance Bonuses""COMPANY PERFORMANCE BONUSES" under the "Report of the Compensation
Committee of the Board of Directors Regarding Executive Compensation." Also
includes profit sharing and, with respect to Mr. Durcan, bonuses for the
filing and issuance of patents. Fiscal 1997 includes amounts paid as partpatents and the achievement of a non-recurring
restructuring of executive severance agreements.performance
milestones.
(3) Includes options to purchase shares of the Company's Common Stock under the
Company's 1985 Incentive Stock Option Plan and 1994 Stock Option Plan. Option amounts for 1998 and 1999 have been
adjusted for the Company's 2-for-1 stock split which was effected on May 1,
2000.
(4) InOptions for fiscal 1998 were granted at the caseend of Messrs.fiscal 1997 in the
following amounts, as adjusted for the Company's 2-for-1 stock split which
was effected on May 1, 2000: Mr. Appleton Baldwin, Donnelly140,000, Mr. Durcan 120,000,
Mr. Hawkins 110,000, Mr. Lewis 110,000 and Mr. Stover consists of120,000.
(5) Consists of: (i) Company contributions made on the named executive's behalf
under the Company's 401(k) retirement plan. Inplan; (ii) payments under the
case of Mr. Stover fiscal 1997
amount includes $33,149 of sabbatical pay. In the case of Mr. Kocher,
consists of relocation costs paid by MEI.
(5) Includes options granted at the end of fiscal 1997 as part of an incentive
compensation program for fiscal 1998 in the following amounts: Mr.
Appleton, 70,000; Mr. Baldwin, 55,000; Mr. Donnelly, 55,000;Company's time-off plan; and Mr.
Stover, 60,000. Also includes options awarded as part of a non-recurring
restructuring of executive severance agreements.
(6) Mr. Baldwin has announced his resignation from the Company effective
December 31, 1999.
(7) Mr. Kocher's 1999 bonus was earned in fiscal 1999 and paid in fiscal 2000.
His 1998 bonus was earned in fiscal 1998 and paid in fiscal 1999. Also
includes amounts(iii) cash paid under MEI's profit sharing plans.
(8) During fiscal 1999, Mr. Kocher was granted an option to purchase 50,000
shares of MEI Common Stock; during fiscal 1998, he was granted options to
purchase a total of 650,000 shares of MEI Common Stock. Mr. Kocher does
not have any options to purchase the Company's
Common Stock.
(9) Mr. Kocher joined MEI in January 1998.
8sabbatical/longevity bonus program.
9
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on options to purchase the
Company's Common Stock granted to the Named Executive Officers in fiscal 1999:2000:
Individual Grants
--------------------------------------
Percent of Potential Realizable
Total Value at Assumed
Options Exercise Annual Rates of Stock
Granted to or Base Price Appreciation
Employees Price for Option Term(2)
Options in Fiscal Per Expiration ---------------------
Name Granted Year Share(1) DateINDIVIDUAL GRANTS
---------------------------------------------------
PERCENT OF POTENTIAL REALIZABLE VALUE
TOTAL EXERCISE AT ASSUMED ANNUAL RATES OF
OPTIONS OR BASE STOCK PRICE APPRECIATION
GRANTED TO PRICE FOR OPTION TERM (3)
OPTIONS EMPLOYEES IN PER EXPIRATION --------------------------
NAME GRANTED (1) FISCAL YEAR SHARE (2) DATE 5% 10%
- ---- ------------------ ------------ --------- ---------- -------- ---------- ---------- --------------------- ------------
Steven R. Appleton...... 125,000 1.47% $28.037Appleton............... 250,000 1.46% $39.94 9/21/2008 $2,204,026 $5,585,460
Donald27/2009 $6,279,120 $15,912,522
D. Baldwin....... 90,000 1.06% 28.037Mark Durcan................... 200,000 1.16% 39.94 9/21/2008 1,586,898 4,021,531
Robert M. Donnelly...... 75,000 0.88% 28.03727/2009 5,023,296 12,730,018
Jay L. Hawkins................... 150,000 0.87% 39.94 9/21/2008 1,322,415 3,351,276
Joel J. Kocher(3)....... 0 -- -- -- -- --27/2009 3,767,472 9,547,513
Roderic W. Lewis................. 200,000 1.16% 39.94 9/27/2009 5,023,296 12,730,018
Wilbur G. Stover, Jr.... 90,000 1.06% 28.037Jr............. 200,000 1.16% 39.94 9/21/2008 1,586,898 4,021,53127/2009 5,023,296 12,730,018
- --------------------------------
(1) Options vest 25% per year over a four year period. Option amounts have been
adjusted for the Company's 2-for-1 stock split which was effected on May 1,
2000.
(2) All options were granted with an exercise price equal to the fair market
value of the Company's Common Stock on September 21, 1998,27, 1999, the date of the
option grant.
(2)(3) Potential realizable value is based on an assumption that the stock price
for the Common Stock appreciates at the annual rate shown (compounded
annually) from the date of grant until the end of the option term. Potential
realizable value is shown net of exercise price. The numbers are calculated
based on the regulations promulgated by the CommissionSEC and do not reflect the
Company's estimate of future stock price growth.
(3) Mr. Kocher, the Chairman and CEO of MEI, has not received options to
purchase the Company's Common Stock. During fiscal 1999, Mr. Kocher was
granted an option to purchase 50,000 shares of MEI Common Stock at an
exercise price of $13.275 per share by MEI's Board of Directors.
910
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table provides information regarding option exercises in
fiscal 19992000 by the Named Executive Officers and the value of such officers'
unexercised options at September 2, 1999:August 31, 2000:
Value of
Number of Unexercised
Unexercised In-The-Money
Options at Fiscal Options at Fiscal
Number of Year-End Year-End(2)
SharesNUMBER OF VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT FISCAL OPTIONS AT FISCAL
NUMBER OF YEAR-END YEAR-END (3)
SHARES ----------------- --------------------
ACQUIRED ON VALUE EXERCISABLE (E) EXERCISABLE (E)
NAME EXERCISE (1) REALIZED (2) UNEXERCISABLE (U) UNEXERCISABLE (U)
- ---- ------------ ------------ ----------------- Acquired on Value Exercisable (E) Exercisable (E)
Name Exercise Realized(1) Unexercisable (U) Unexercisable (U)
---- ----------- ----------- ----------------- -------------------------------------
Steven R. Appleton...... 152,606 $8,495,999 228,949(E) $11,999,947(E)
251,000(U) 11,197,252(U)
DonaldAppleton.................. 603,898 $39,569,779 28,000(E) $ 1,648,150(E)
578,000(U) 32,090,325(U)
D. Baldwin....... 69,000 3,989,681 128,191(E) 6,374,619(E)
180,800(U) 7,968,338(U)
Robert M. Donnelly...... 39,000 1,200,150 41,520(E) 1,964,585(E)
161,800(U) 7,085,743(U)
Joel J. Kocher(3)....... 0 0 0 0Mark Durcan...................... 172,902 10,914,643 88,000(E) 5,499,184(E)
444,434(U) 24,455,097(U)
Jay L. Hawkins...................... 163,726 7,277,182 148,146(E) 9,439,444(E)
350,630(U) 19,440,437(U)
Roderic W. Lewis.................... 150,000 9,749,478 76,554(E) 4,911,858(E)
436,000(U) 23,927,336(U)
Wilbur G. Stover, Jr. .. 93,459 3,804,503 93,816(E) 4,095,626(E)
193,400(U) 8,508,875(U)Jr................ 294,432 13,539,349 24,000(E) 1,412,700(E)
456,000(U) 25,204,436(U)
- --------------------------------
(1) Share amounts have been adjusted for the Company's 2-for-1 stock split which
was effected May 1, 2000.
(2) The Value Realized was calculated by determining the difference between the
fair market value of the securities underlying the options and the exercise
price of the options at exercise, regardless of whether the shares acquired
on exercise were held or sold.
(2)(3) Represents the difference between the exercise price of the options and
$75.25,$81.75, the closing price of the Company's Common Stock on September 2,
1999.
(3) Mr. Kocher does not have any options to purchase the Company's Common
Stock. At fiscal year end, Mr. Kocher had exercisable options to purchase
180,000 shares of MEI Common Stock which had a value of $111,384 and
unexercisable options to purchase 520,000 shares of MEI Common Stock
which had a value of $290,836. Mr. Kocher did not exercise any MEI
options during fiscal 1999.
Compensation of DirectorsAugust 31, 2000.
COMPENSATION OF DIRECTORS
Directors who are employees of the Company receive no additional or special
remuneration for their service as directors. Directors who are not employees of
the Company are entitled to receive an annual retainer of $50,000. Pursuant to
the Company's 1998 Non-Employee Directors Stock Incentive Plan ("DSIP"),
non-employee directors may elect to take some or all of their annual retainer in
the form of cash, shares of Common Stock or deferred rights to receive Common
Stock upon termination as a director. As of October 2, 2000, each of
Messrs. Bagley, Lothrop and Nicholson had 2,462 deferred rights to receive
Common Stock under the DSIP and Mr. Simplot had 614 deferred rights. The Company
also reimburses directors for travel and lodging expenses, if any, incurred in
connection with attendance at Board meetings. Directors do not receive any
additional or special remuneration for their service on any of the committees
established by the Board of Directors.
In June 1997, the Board of Directors amended the Company's 1994 Stock Option
Plan (the "1994 Plan") to allow directors to participate in the 1994 Plan and
approved a program whereby non-employee directors are granted (i) an initial
option to purchase 10,000 shares upon the later to occur of the date of their
appointment to the Board or June 30, 1997, the date on which resolutions
approving the program
11
were passed by the Board of Directors, and (ii) an annual subsequent option to
purchase 3,000 shares of the Company's Common Stock. In September 2000, the
amount of the annual option grant was increased to 10,000 shares beginning with
the fiscal 2001 grant. The options granted to the non-employee directors are
fully vested on the date of grant and have an exercise price equal to the fair
market value at the date of grant. As of November 19, 1999,October 2, 2000, each of
Messrs. Bagley, Lothrop, Nicholson and Simplot had options outstanding to
purchase 19,00048,000 shares at a weighted average exercise price of $44.35$33.87 per share.
Mr. SmithWeber had options outstanding to purchase 9,00010,000 shares at a weighted
average exercise price of $48.09$78.31. Mr. Smith had options outstanding to purchase
16,000 shares at a weighted average exercise price of $63.92 per share.
10
Mr. Lothrop has entered into an agreement with the Company pursuant to which
his receipt of the director fees he earned prior to January 1999 is deferred
until the first business day of the calendar year in which he no longer serves
as a director of the Company. Deferred amounts, in the case of his termination
of service as a director, are paid in five annual installments. In the event of
death, the balance then owed is paid in a single sum as soon as practicable
following his death. All amounts deferred are recorded as a liability in the
records of the Company. Such amounts accrue interest monthly at a rate per annum
equal to the Company's average investment portfolio yield for such month.
Termination of Employment Agreements and Change in Control Arrangement
Severance AgreementsWhere applicable, the above share amounts have been adjusted for the
Company's 2-for-1 stock split which was effected on May 1, 2000.
TERMINATION OF EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENT
SEVERANCE AGREEMENTS
The Company has entered into Severance Agreements with each of the Named
Executive Officers and certain other officers of the Company relating to
termination and compensation upon termination. The Severance Agreements allow
either the Company or the officer to terminate the officer's employment with the
Company or the officer's status as an officer of the Company, for any reason,
voluntary or involuntary, with or without cause, by providing notice to that
effect in writing to the other party. The Severance Agreements generally provide
a six month "Transition Period" which begins upon termination of the officer's
employment with the Company or status as an officer of the Company. Mr. Kocher's agreement, which is between Mr. KocherProvided the
officer complies with the noncompetition and MEI, provides for a twelve month Transition Period. Duringother terms of the Transition
Period,Severance
Agreement, the officer is entitled to receive compensation during the Transition
Period equivalent to all benefits customarily provided to such officer while
employed including, but not limited to, salary, bonuses, executive bonuses,
benefits and continued vesting of any granted stock options. "Customarily
provided" refers to the Company's practices and plans with respect to the
officer's benefits and compensation in effect as of the date of the officer's
date of termination of employment or status as an officer ("Termination Date").
However, such terminated officers are not entitled to any new grants of interest
in future executive bonus pools, any new grants of stock options, and payment of
any compensation that would be deferred past the Transition Period due to
payment criteria of an incentive program, as those criteria existed as of the
Termination Date.
Change in Control ArrangementCHANGE IN CONTROL ARRANGEMENT
On October 31, 1988, the Company's Board of Directors adopted an arrangement
whereby, upon any change in control of the Company, all unvested shares and
options shall vest, and all unpaid bonuses subject to installments shall be
immediately due and payable. "Change in Control" is defined under this
arrangement to mean the acquisition by any person or entity, directly,
indirectly or beneficially, acting alone or in concert, of more than thirty-
fivethirty-five
percent (35%) of the Common Stock of the Company then outstanding.
Mr. Kocher is subject to the change of control provisions adopted by MEI's
Board of Directors. For MEI, a "Change of Control," for purposes other than
MEI's 1995 Stock Option Plan, means the acquisition by any person or entity of
securities of MEI which results in such person or entity owning or controlling
more of the combined voting power of MEI than does the Company and owning or
controlling more than 35% of the voting securities of MEI or, subject to the
Company owning or controlling more than 35% of the securities of MEI, the
acquisition by any person or entity of more than 35% of the common stock of
the Company.
Upon a Change of Control of MEI, a cash lump-sum payment in the amount equal
to the salary payable under the MEI officer's Severance Agreements shall be
made to each MEI officer in exchange for any further salary obligations
thereunder. In addition, the chief executive officer and certain additional
officers of MEI and its subsidiaries shall be entitled to receive two years
base salary, unless the relevant officer receives a comparable offer of
employment. MEI shall also pay any allocated MEI executive bonuses at the
maximum level established by MEI's Board of Directors as of the most recent
allocation and any bonuses that have been awarded for previous years but have
not previously been paid. In connection with such payments, MEI shall pay all
employees such amounts, if any, that are necessary to place such employees in
the same after-tax position as the employees would have been in had no excise
tax been imposed under Section 280G of the Internal Revenue Code of 1986, as
amended.
11NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, THAT MIGHT INCORPORATE FUTURE FILINGS,
INCLUDING THIS PROXY STATEMENT, IN WHOLE OR IN PART, THE FOLLOWING REPORT AND
THE PERFORMANCE GRAPH SET FORTH HEREIN SHALL NOT BE INCORPORATED BY REFERENCE
INTO ANY SUCH FILINGS.
12
A Change of Control for purposes of MEI's 1995 Stock Option Plan means the
acquisition, by any person or entity, of securities of MEI which results in
such person or entity owning or controlling more of the combined voting power
of MEI than does the Company and owning or controlling more than 20% of the
voting securities of MEI or the acquisition by any person or entity of more
than 35% of the Common Stock of the Company. The MEI 1995 Stock Option Plan
provides that, in the event of a Change of Control of MEI, the unexercised
portion of any options under such plan shall be immediately exercisable.
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings, including this Proxy Statement, in whole or in part, the following
report and the performance graph set forth herein shall not be incorporated by
reference into any such filings.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
REGARDING EXECUTIVE COMPENSATION
Compensation CommitteeCOMPENSATION COMMITTEE
This report has been prepared by the Compensation Committee of the Board of
Directors of the Company (the "Committee"). Messrs. Bagley, Lothrop and
Nicholson serve as members of the Committee. The Committee meets at least
annually or more frequently as the Company's Board of Directors may request.
During fiscal 2000, the Committee met three times. The Committee's primary
responsibilities include the review of compensation, consisting of salary,
bonuses, benefits, stock option grants and other compensation, of the Company's
executive officers. Compensation for the Company's executive officers for fiscal
1999,2000, including base salary, performance bonuses, stock option grants, and other
compensation, were determined by the Committee and reviewed and approved by the
Company's Board of Directors.
The compensation of Joel J. Kocher, Chairman and Chief Executive
Officer, of MEI, was determined by MEI's Compensation Committee and reviewed
and approved by MEI's Board of Directors.
Executive Officer CompensationEXECUTIVE OFFICER COMPENSATION
The executive officer compensation programs utilized by the Company are
described below for the purpose of providing a general understanding of the
various components of executive officer compensation. These executive officer
compensation programs are designed to attract, retain and reward highly
qualified executive officers who are important to the Company's success and to
provide incentives relating directly to the financial performance and long-
termlong-term
growth of the Company and its subsidiaries. The various components of the
executive officer compensation programs used by the Company are, in most cases,
the same as those made available generally to employees of the Company and its
subsidiaries. The following is a summary of the executive officer compensation
programs:
Cash Compensation
Base Salary.CASH COMPENSATION
BASE SALARY. Base salaries are established primarily upon an evaluation of
the executive officer's position and contributions to the Company, including
(i) individual performance, (ii) level of responsibility, (iii) technical
expertise, (iv) Company performance, (v) length of service (v) Company performance and (vi) industry
compensation levels.
Company Performance Bonuses.COMPANY PERFORMANCE BONUSES. The performance bonuses earned in fiscal 2000
relate to the Company's performance in fiscal 1997 and 2000. Cash bonuses to
executive officers are intended to reward executive officers for the Company's
financial performance during theeach fiscal year. Accordingly, bonuses are
determined based on performance criteria established at the beginning of each
fiscal year formulated primarily as a percentage of the Company's profits at the
end of the fiscal year. Performance bonus percentages are established according
to a subjective analysis of each executive officer's contribution to the Company
according to the same criteria utilized to determine base salary. For fiscal 1994 and 1995
bonusesBonuses and
profits were determinedare based on a consolidated basis. For fiscal 1996,
1997, 1998 and 1999 bonuses and profits, if any, were determined on an
unconsolidated basis (i.e. excluding the results of operations of MEI, Micron
Quantum Devices, Inc. and Micron Communications, Inc.).the Company's semiconductor operations. No
performance bonuses were earned for fiscal 1998 and fiscal 1999 as a result of the
12
Company's financial performance for such periods. Performance bonuses for fiscal
1994, 1995, 1996 and 1997 areyears prior to fiscal 2000 have been paid generally paid in installments over a
five year periodannual installments
and are subject to payment restrictions, including that the Company be
profitable in the fiscal quarter immediately prior to payment, as described in
"PAYMENT/EXERCISE RESTRICTIONS" below. However,Four installments of the fiscal 1997
bonus installments attributablehave been paid to date. The performance bonus for fiscal 2000 was paid in
a single payment in order to more closely align the payment of the bonus to the
Company's fiscal results in 1995 and 1996 that would have otherwise been payable in 1999
and 2000 were paid in fiscal 1997 in connection with Amendments to Severance
Agreements and Agreements Not to Compete. The performance bonuses paid in
fiscal 1999 relate to the Company's performance in fiscal 1994, 1995, 1996 and
1997 and represent amounts that would have been payable in fiscal 1998 but
were delayed until after the Company's first profitable quarter in fiscal
1999.performance. Bonuses for fiscal 2000,2001, if any, will be paid in a lump sumsingle
payment.
Profit Sharing.PROFIT SHARING. The Company distributes ten percent (10%) of the Company's
quarterly after-tax profits (determined on an unconsolidated basis) to all
eligible employees of the Company.
Incentive Bonuses.INCENTIVE BONUSES. From time to time, incentive cash bonuses are approved
for payment to employees, including executive officers, for the achievement of
milestones, the completion of projects identified as contributing substantially
to the Company's success, and the attainment of technological advances.
Equity Compensation13
EQUITY COMPENSATION
In order to provide incentive to the executive officers and employees of the
Company related to long-term growth in the value of the Company's Common Stock,
the Company issues incentive stock options and nonstatutory stock options to
such persons under the Company's (i) 1994 Stock Option Plan, (ii) Nonstatutory
Stock Option Plan, (iii) 1997 Nonstatutory Stock Option Plan and (iv) 1998
Nonstatutory Stock Option Plan (collectively, the "Stock Plans"). The
determination of who receives stock options under the Stock Plans and the number
of stock options granted to each such recipient is based upon the same criteria
utilized to determine base salary.
Other CompensationOTHER COMPENSATION
In addition to cash and equity compensation programs, the executive officers
participate in various other employee benefit plans, including, but not limited
to, a time-off plan. Under the time-off plan, all employees of the Company,
including executive officers, are allowed to accumulate a predetermined
nondiscriminatory number of hours for vacation, holiday, sick time, emergencies
and personal needs. Executive officer participation in various professional
organizations and associations may also be funded by the Company.
Payment/Exercise RestrictionsPAYMENT/EXERCISE RESTRICTIONS
In an effort to encourage employees and executive officers to remain
employed by the Company and to promote Company performance, many compensation
programs for employees and executive officers contain provisions which subject
the payment or realization of benefits under such programs to certain
conditions. In this regard, Company performance bonuses awarded to each
executive officer are earned and paid subject to the following conditions:
(i) the Company is profitable in the fiscal quarter immediately prior to
payment; (ii) the individual is employed by the Company or a subsidiary of the
Company at the time of payment (regardless of the fiscal year results for which
the payment is attributable); and (iii) the Committee's certification that the
executive officer's goals were achieved. Likewise, stock options granted to
executive officers typically have a term of ten years and vest twenty-five
percent (25%) each year for a period of four years from the date of grant.
CEO CompensationCOMPENSATION
Steven R. Appleton's annual base salary was set at $650,000$800,000 in July 19972000 and
was based primarily on Mr. Appleton's overall and anticipated performance, the
Company's performance, and the Committee's assessment of the compensation
practices of other semiconductor manufacturing companies. This was the first
increase in Mr. Appleton's salary since July 1997. Mr. Appleton did not earn any
cash bonus payments pursuant to Company Performance Bonuses for fiscal 1998 or
1999. Mr. Appleton receivedearned a total cash bonus of $1,478,633$2,541,793 in fiscal 19992000,
$2,117,977 of which was related to the Company's 13
performance in fiscal 1994, 1995, 19962000 and
$423,816 of which related to the Company's performance in fiscal 1997. See the
description of "Company Performance Bonuses""COMPANY PERFORMANCE BONUSES" and "Payment/Exercise Restrictions""PAYMENT/EXERCISE RESTRICTIONS"
in this Report.
In fiscal 1999,2000, Mr. Appleton was granted options to purchase 125,000250,000 shares.
The Company granted stock options to other executive officers at the same time.
The Committee did not have a plan pursuant to which a predetermined number of
stock options were allocated to Mr. Appleton. The actual number of the stock
options granted to Mr. Appleton was based upon subjective and objective factors,
such as his individual performance, his position in the Company relative to the
other executive officers who received option grants on the same date, the
Company's overall performance, his length of service with the
14
Company, his past contributions to the success of the Company, his expected
contributions to the future success of the Company and industry practices.
Compensation Committee of the Board of Directors
James W. Bagley
Robert A. Lothrop
Thomas T. Nicholson
Compensation Committee Interlocks and Insider ParticipationCOMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1999,2000, no members of the Compensation Committee were officers
or employees of the Company or any of its subsidiaries.
1415
PERFORMANCE GRAPH
The following graph illustrates a five-year comparison of cumulative total
returns for the Company's Common Stock, the S&P 500 Composite Index, and the S&P
Electronics (Semiconductors) Index from August 31, 1993,1995, through August 31,
1998. In September 1994, the Company was added to the2000.
NOTE: MANAGEMENT CAUTIONS THAT THE STOCK PRICE PERFORMANCE INFORMATION SHOWN
IN THE GRAPH BELOW IS PROVIDED AS OF FISCAL YEAR-END AND MAY NOT BE INDICATIVE
OF CURRENT STOCK PRICE LEVELS OR FUTURE STOCK PRICE PERFORMANCE.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG MICRON TECHNOLOGY, INC., THE S&P Electronics
(Semiconductors) Index. For purposes of this disclosure, current companies of & P 500 INDEX
AND THE S&P Electronics (Semiconductors) Index include Advanced Micro Devices, Inc.;
Intel Corporation; LSI Logic Corporation; Micron Technology, Inc.; National
Semiconductor Corporation; and Texas Instruments Incorporated.
Note: Management cautions that the stock price performance information shown
in the graph below is provided as of fiscal year-end and may not be indicative
of current stock price levels or future stock price performance.
[PERFORMANCE GRAPH CHART] & P ELECTRONICS (SEMICONDUCTORS) INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
199519961997199819992000
MICRON TECHNOLOGY INC100.0029.6958.0829.6997.73213.41
S & P 500100.00118.73167.00180.51252.40293.59
S & P ELECTRONICS (SEMICONDUCTORS)100.0089.05202.71148.96373.71681.89
*$100 INVESTED ON 8/31/95 IN STOCK OR INDEX-INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ASSUMED TO END AUGUST 31.
The Company operates on a 52/53 week fiscal year which ends on the Thursday
closest to August 31. Accordingly, the last trading day of the Company's fiscal
year varies. For consistent presentation and comparison to the industry indices
shown herein, the Company has calculated its stock performance graph assuming an
August 31 year-end. The performance graph assumes $100 invested on August 31,
1994,1995, in Common Stock of Micron Technology, Inc., the S&P 500 Composite Index,
and the S&P Electronics (Semiconductors) Index. Any dividends paid during the
period presented are assumed to be reinvested. The Performanceperformance was plotted using
the following data:
Micron Technology, Inc.
Stock Performance GraphMICRON TECHNOLOGY, INC.
STOCK PERFORMANCE GRAPH
Fiscal Year 1999
-----------------------------
1994
1995 1996 1997 1998 1999 ---- ---- ---- ---- ---- ----2000
-------- -------- -------- -------- -------- --------
Micron Technology, Inc............................ 100 384 114 223 114 375Inc................ $100.00 $ 29.69 $ 58.08 $ 29.69 $ 97.73 $213.41
S&P 500 Composite Index........................... 100 121 144 203 219 307500............................... 100.00 118.73 167.00 180.51 252.40 293.59
S&P Electronics (Semiconductors) Index............ 100 178 158 361 265 665...... 100.00 89.05 202.71 148.96 373.71 681.89
1516
PROPOSAL 2. RENEWAL OF THE APPROVAL OF AN AMENDMENT TO THE COMPANY'S CURRENT EXECUTIVE BONUS
PLAN FOR PURPOSESCERTIFICATE OF
SECTION 162(m)INCORPORATION INCREASING THE NUMBER OF THE INTERNAL REVENUE CODE
At the 1994 Annual MeetingAUTHORIZED SHARES OF COMMON STOCK FROM
1,000,000,000 TO 3,000,000,000.
The Company's Certificate of Shareholders, the shareholders approved the
Micron Technology, Inc. Executive Bonus PlanIncorporation (the "Plan""Certificate") as currently
in order to enableeffect provides that the Company is authorized to qualify payments made to executives pursuant to the Plan as
deductible for federal income tax purposes in accordance with Section 162(m)issue 1,000,000,000 shares
of the Internal Revenue Code of 1986, as amended. Section 162(m) limits the
Company's deduction for federal income tax purposes of compensation in excess
of $1,000,000 paid to the Company's Chief Executive Officer and its four
highest paid executives unless the plans under which the compensation was paid
meets the requirements of Section 162(m). A compensation plan which is
performance based and approved by the Company's shareholders at least once
every five (5) years will not be subject to the deduction limit. Therefore, in
order to fully deduct future payments made under the Plan,Common Stock, $0.10 par value per share. On October 3, 2000, the Board of
Directors authorized an amendment to the first paragraph of Section 4 of the
Certificate to increase the authorized number of shares of Common Stock to
3,000,000,000 shares. The shareholders are being asked to approve at the Annual
Meeting such amendment to the Certificate.
The Company currently has 1,000,000,000 authorized shares of Common Stock.
As of October 2, 2000, 567,667,350 shares of Common Stock were issued and
outstanding. In addition, 71,672,736 shares were reserved as of October 2, 2000,
for future grant or for issuance upon the exercise of outstanding options under
the Company's Stock Plans and 24,666,716 shares were reserved for issuance upon
conversion of the Notes.
PURPOSE AND EFFECT OF THE AMENDMENT
The principal purpose of the proposed amendment of the Certificate is to
authorize additional shares of Common Stock which will be available in the event
the Board of Directors determines that it is necessary or appropriate to permit
future stock splits, stock dividends or to utilize such shares for various
business purposes. The Board of Directors has no present plan, agreement, or
arrangement to issue any of the shares for which approval is sought. If the
amendment is approved by the shareholders, the Board of Directors does not
intend to solicit further shareholder approval prior to the issuance of any
additional shares of Common Stock, except as may be required by applicable law.
The increase in authorized Common Stock will not have any immediate effect
on the rights of existing shareholders. To the extent that additional authorized
shares are issued in the future in a transaction other than in a stock split or
stock dividend, the existing shareholder's percentage equity ownership will
decrease and, depending on the price at which shares are issued, could have the
effect of diluting the earnings per share and book value per share of
outstanding shares of Common Stock. The holders of Common Stock have no
preemptive rights. The increase in the authorized number of shares of Common
Stock and the subsequent issuance of such shares could have the effect of
delaying or preventing a change in control of the Company is requesting thatwithout further action
by the shareholders approve for another
five yearsby diluting the Executive Bonus Plan at the Annual Meeting.
The following isstock ownership or voting rights of a summary of the terms of the Executive Bonus Plan. The
Executive Bonus Plan is attached as Appendix Aperson
seeking to this Proxy Statement, and
the following summary is qualified in its entirety by reference to it.
Purpose
The Plan is designed to attract, retain, and reward highly qualified
executives who are important to the Company's success and to provide
incentives relating directly to the financial performance and long-term growthobtain control of the Company. Eligible Participants
Individuals who are eligible to participateFor example, in the Plan include the
executive officers and certain other key employees of the Company as may be
determined by the Compensation Committee of the Board of Directors.
Individuals subject to the reporting requirements of Section 16 of the
Securities Exchange Act of 1934 ("Exchange Act") are considered to be
executive officers for purposes of the Plan.
Administration
The Plan is administered by the Compensation Committee (the "Committee") of
the Board of Directors. The present members of the Committee are James W.
Bagley, Robert A. Lothrop and Thomas T. Nicholson, all of whom are deemed to
be outside directors of the Company, as defined under Section 162(m). None of
the members receive compensation from the Company in any capacity other than
as a director of the Company.
Promptly after the beginning of the fiscal year the Committee determines (i)
the percentage or other amount related to the Company's profits available for
award under the Plan (the Company's consolidated after-tax net profits); (ii)
the executives eligible to participate; (iii) each executive's bonus based on
the Company's profits for the fiscal year; and (iv) the frequency at which
each bonus will be paid when attained.
The maximum bonus amount that can be paid to any executive with respect to
any one fiscal year results cannot exceed the greater of $2,000,000 or two
percent (2%) of the Company's consolidated after-tax net profits. Bonuses will
be paid only when the Committee certifies in writing that the profitability
requirement has been met. In the event of a Change in Control any bonuses
earned, but not yet paid underhostile
attempt to take over control of the Plan, shallCompany, it may be immediately payable. See
"Change in Control Arrangement" set forth on page 11.
The Committee may amend, modify, suspend, or terminate the Planpossible for the purposeCompany
to endeavor to impede the attempt by issuing shares of meeting or addressing any changes in legal requirements or for any
other purpose permitted by law. The Committee will seek shareholder approval
of any amendment determined to require shareholder approval or advisable underCommon Stock, thereby
diluting the regulationsvoting power of the Internal Revenue Service or other applicable laws or
regulations.
16
outstanding shares and increasing the
potential cost to acquire control of the Company. The amountamendment therefore may
have the effect of bonuses to be paid indiscouraging unsolicited takeover attempts, thereby
potentially limiting the future pursuant to the Plan are
dependent onopportunity for the Company's future profitabilityshareholders to dispose
of their shares at the higher price generally available in takeover attempts or
that may be available under a merger proposal. The proposed amendment may have
the effect of permitting the Company's current management, including the current
Board of Directors, to retain their positions, and place the Company in a better
position to resist changes that shareholders may wish to make if they are
undeterminable. The
following table showsdissatisfied with the amounts paid pursuant to the Plan in fiscal 1999 to
allconduct of the Company's executive officersbusiness. However, the Board of
Directors is not aware of any attempt to take control of the Company, and the
Board of Directors has not presented this proposal with the intent that it be
utilized as a group and all employees,
including all current officers who are not executive officers, as a group.
Please seetype of anti-takeover device.
If the "Summary Compensation Table" for amounts paidproposed amendment is adopted, it will become effective upon filing
of an amendment to the Company's Named Executive Officers.
Name and Position Bonus(1)
----------------- ----------
Executive Group (9 persons)(2)................................. $4,640,491
Non-Executive Officer Employee Group (55 persons).............. 3,985,116
- --------
(1) The amounts paid in fiscal 1999 are comprisedCertificate with the Secretary of amounts earned underState of the
Plan based onState of Delaware. If the amendment is not approved, the Company's performance in fiscal 1994, 1995, 1996 and
1997.
(2) Mr. Kocher hasCertificate
will not been awarded any bonuses under the Plan, however, he is
eligible for bonuses under MEI's Management and Executive Incentive Plan
("the MEI Plan"). In fiscal 1999, Mr. Kocher received $255,000 pursuant to
the MEI Plan.
Required Votebe changed.
17
REQUIRED VOTE
The affirmative vote of the holders of a majority of the outstanding shares of the
Company's Common Stock represented and
entitled to vote on this matter is required to approve the amendment to the
Company's Certificate. Abstentions and broker non-votes will have the effect of
voting against this proposal.
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" APPROVAL OF THE AMENDMENT.
PROPOSAL 3. APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION ELIMINATING THE COMPANY'S AUTHORITY TO ISSUE CLASS A COMMON STOCK.
At the Company's 1998 Annual Meeting, the shareholders approved an amendment
to the Company's Certificate of Incorporation (the "Certificate") to authorize
32,000,000 shares of Class A Common Stock, par value $0.10 (the "Class A Common
Stock"). In January 1999, 15,810,277 shares of Class A Common Stock were issued
to Intel Corporation ("Intel") in connection with a $500 million investment by
Intel in the Company. Intel has since converted all its shares of Class A Common
Stock into Common Stock and sold them in open market transactions. As of
July 20, 2000, there were no shares of Class A Common Stock outstanding. The
shareholders are being asked to approve at the Annual Meeting an amendment to
the Certificate which will eliminate the Company's authority to issue Class A
Common Stock.
PURPOSE AND EFFECT OF THE AMENDMENT
The purpose of the proposed amendment to the Certificate is to eliminate the
Company's authority to issue Class A Common Stock. The Company's Class A Common
Stock has rights and obligations particular to the completed investment by
Intel. The Company has no intention of issuing additional shares of Class A
Common Stock. Therefore, the authority to grant Class A Common Stock no longer
serves any useful purpose and may be misleading to those reviewing the
Certificate. If this proposal is approved, Section 4(a) of the Certificate will
be revised to eliminate the reference to Class A Common Stock and Section 4(b)
of the Certificate, which sets forth the terms of the Class A Common Stock, will
be deleted in its entirety.
If the proposed amendment is adopted, it will become effective upon filing
of an amendment to the Company's Certificate with the Secretary of State of the
State of Delaware. If the amendment is not approved, the Company's Certificate
will not be changed.
REQUIRED VOTE
The affirmative vote of a majority of the outstanding shares of Common Stock
entitled to vote on this matter is required to renewapprove the approvalamendment to the
Company's Certificate. Abstentions and broker non-votes will have the effect of
the Executive Bonus Plan for purposes of
Section 162(m). With respect to this vote, abstentions will not be counted as
voting onagainst this proposal.
If the Plan is not approved by the shareholders, some
bonuses paid under Plan may not be fully deductible for federal income tax
purposes.
The Board of Directors recommends votingTHE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" the proposal to renew the
approval Company's current Executive Bonus Plan for purposes of Section
162(m).APPROVAL OF THE AMENDMENT.
18
PROPOSAL 3.4. RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed PricewaterhouseCoopers LLP ("PWC"PwC"),
independent accountants, to audit the consolidated financial statements of the
Company for the fiscal year ending August 31, 2000. PWC30, 2001. PwC and its predecessor,
Coopers and Lybrand LLP, have been the Company's independent accountants since
fiscal 1985. In the event of a negative vote onIf the ratification of PWC,PwC's appointment is not approved by a
majority of the shares voting thereon, the Board of Directors will reconsider
its decision to appoint PWCPwC as the Company's independent accountants.
Representatives of PWCPwC are expected to be present at the Annual Meeting, will
have the opportunity to make a statement if they so desire, and are expected to
be available to respond to appropriate questions.
The Board of Directors recommends votingTHE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" the ratification of the
appointment of PricewaterhouseCoopersTHE RATIFICATION OF THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP.
PROPOSAL 4.5. OTHER MATTERS
The Company knows of no other matters to be submitted at the Annual Meeting.
If any other matters properly come before the meeting, the persons named in the
accompanying form of Proxyproxy will vote, in their discretion, the shares they
represent.
17
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS FOR 20002001 ANNUAL MEETING
Proposals of shareholders of the Company which are intended to be presented
at the Company's 20002001 Annual Meeting of Shareholders must be received by the
Company at its principal executive offices located at 8000 S. Federal Way,
Boise, Idaho 83716-9632, no later than July 1, 2000,June 26, 2001, and must also be in
compliance with the Company's Certificate of Incorporation and Bylaws and with
applicable laws and regulations in order to be included in the proxy statement
and form of proxy relating to that meeting. Proposals which are submittedreceived after
July 1, 2000,June 26, 2001, will be untimely and will not be considered at the meeting.
THE BOARD OF DIRECTORS
December 10, 1999
18October 24, 2000
19
Appendix A
MICRON TECHNOLOGY, INC.
EXECUTIVE BONUS PLAN
(As adopted and effective November 28, 1994)
1. PURPOSE
The Micron Technology, Inc. Executive Bonus Plan (the "Plan") is designed to
attract, retain, and reward highly qualified executives who are important to
the Company's success and to provide incentives relating directly to the
financial performance and long-term growth of the Company.
2. DEFINITIONS
(a) Bonus--The cash incentive awarded to an Executive Officer or Key
Employee pursuant to terms and conditions of the Plan.
(b) Board--The Board of Directors of Micron Technology, Inc.
(c) Change in Control--The acquisition by any person or entity, directly,
indirectly, or beneficially, acting alone or in concert, of more than
thirty-five percent (35%) of the Common Stock of Micron Technology, Inc.,
at any time outstanding.
(d) Code--The Internal Revenue Code of 1986, as amended.
(e) Committee--The Compensation Committee of the Board, or such other
committee of the Board that is designated by the Board to administer the
Plan, in compliance with requirements of Section 162(m) of the Code.
(f) Company--Micron Technology, Inc., and any other corporation in which
Micron Technology, Inc., controls, directly or indirectly, fifty percent
(50%) or more of the combined voting power of all classes of voting
securities.
(g) Executive--An Executive Officer or Key Employee of the Company.
(h) Executive Officer--Any officer of the Company subject to the
reporting requirements of Section 16 of the Securities and Exchange Act of
1934 ("Exchange Act").
(i) Key Employee--Any employee of the Company as may be designated by the
Committee.
(j) Plan--The Micron Technology, Inc., Executive Bonus Plan.
3. ELIGIBILITY
Only Executives are eligible for participation in the Plan.
4. ADMINISTRATION
The awards under the Plan shall be based on the profits of the Company as
determined by the Company's consolidated after-tax net profits. The Committee
shall administer the Plan and shall have full power and authority to construe,
interpret, and administer the Plan necessary to comply with the requirements
of Section 162(m) of the Code. The Committee's decisions shall be final,
conclusive, and binding upon all persons. The Committee shall certify in
writing prior to commencement of payment of the bonus that the performance
goal or goals under which the bonus is to be paid has or have been achieved.
The Committee in its sole discretion has the authority to reduce the amount of
a bonus otherwise payable to Executives upon attainment of the performance
goal established for a fiscal year. At the beginning of each fiscal year
consistent with the requirements of Section 162(m), the Committee shall: (i)
determine the percentage or other amount related to the Company's profits
available for award under the Plan; (ii) determine the Executive Officers and
Key Employees
A-1[MAP]
eligible to participate in the Plan for the fiscal year; and (iii) determine
each Executive's bonus based on the Company's profits for the fiscal year; and
(iv) determine the frequency at which each bonus will be paid when attained.
The maximum bonus amount that can be paid to any executive with respect to
any one fiscal year results cannot exceed the greater of $2,000,000 or two
percent (2%) of the Company's consolidated after-tax net profits.
In the event of a Change in Control, any bonuses earned but not yet paid
under the Plan shall be immediately payable. If the Executive ceases to be
employed by the Company or by any of its subsidiaries, any unpaid bonuses
shall be paid in accordance with the Executive's termination agreement, and as
otherwise determined by the Committee. Unpaid bonuses may also be canceled at
the discretion of the Committee.
The Committee may amend, modify, suspend, or terminate the Plan for the
purpose of meeting or addressing any changes in legal requirements or for any
other purpose permitted by law. The Committee will seek shareholder approval
of any amendment determined to require shareholder approval or advisable under
the regulations of the Internal Revenue Service or other applicable law or
regulation.
5. NONASSIGNABILITY
No Bonus or any other benefit under the Plan shall be assignable or
transferable by the participant during the participant's lifetime.
6. NO RIGHT TO CONTINUED EMPLOYMENT
Nothing in the Plan shall confer upon any employee any right to continue in
the employ of the Company or shall interfere with or restrict in any way the
right of the Company to discharge an employee at any time for any reason
whatsoever, with or without good cause.
7. EFFECTIVE DATE
The Plan shall become effective on November 28, 1994. The Committee may
terminate or suspend at any time.
A-2
[MAPTHIS PROXY IS SOLICITED ON BEHALF OF DIRECTIONS TO 1999 ANNUAL MEETINGTHE BOARD OF SHAREHOLDERS]
This Proxy is solicited on behalf of the Board of Directors
[LOGO OF MICRON TECHNOLOGY, INC.]
1999DIRECTORS
[LOGO]
2000 ANNUAL MEETING OF SHAREHOLDERS
JANUARY 18,NOVEMBER 28, 2000
The undersigned shareholder(s) of Micron Technology, Inc., a Delaware
corporation, hereby acknowledge(s) receipt of the Notice of 19992000 Annual Meeting
of Shareholders and Proxy Statement, each dated December 10, 1999,October 24, 2000, and hereby
appoints Steven R. Appleton and WilburW. G. Stover, Jr., and each of them, proxies and
attorneys-in-fact, with full power to each of substitution, on behalf and in the
name of the undersigned, to represent the undersigned at the 19992000 Annual Meeting
of Shareholders of Micron Technology, Inc., to be held January 18,November 28, 2000, at
9:00 a.m., Mountain Standard Time, at the Boise Centre on the Grove, 850 W.
Front Street, Boise, Idaho 83702,COMPANY'S HEADQUARTERS LOCATED AT 8000
S. FEDERAL WAY, BOISE, IDAHO 83716-9632, and at any adjournment or adjournments
thereof, and to vote (including cumulatively, if required) all shares of Common
Stock which the undersigned would be entitled to vote if then and there
personally present, on the matters set forth below:
1. ELECTION OF DIRECTORS: [_]/ / FOR all nominees listed below [_]/ / WITHHOLD authority
(except as indicated) to vote for all (except as indicated) nominees listed
below
If you wish to withhold authority to vote for any individual nominee, strike a
line through that nominee's name in the list below:IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THAT NOMINEE'S NAME IN THE LIST BELOW: Steven R. Appleton;
James W. Bagley; Robert A. Lothrop; Thomas T. Nicholson; Don J. Simplot;
Gordon C. Smith; William P. Weber
(to be signed on reverse side)
(continued from other side)
2. PROPOSAL BY THE COMPANY TO RENEW APPROVAL OF THE COMPANY'S CURRENT EXECUTIVE
BONUS PLAN FOR PURPOSES OF SECTION 162(m) OF THE INTERNAL REVENUE CODE
[_] FOR [_] AGAINST [_]
2. PROPOSAL BY THE COMPANY TO APPROVE AN AMENDMENT TO THE
COMPANY'S CERTIFICATE OF INCORPORATION INCREASING THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK FROM 1,000,000,000 TO
3,000,000,000 / / FOR / / AGAINST / / ABSTAIN
3. PROPOSAL BY THE COMPANY TO APPROVE AN AMENDMENT TO THE
COMPANY'S CERTIFICATE OF INCORPORATION ELIMINATING THE
COMPANY'S AUTHORITY TO ISSUE CLASS A COMMON STOCK / / FOR / / AGAINST / / ABSTAIN
4. PROPOSAL BY THE COMPANY TO RATIFY THE APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
ACCOUNTANTS FOR FISCAL 2001 / / FOR / / AGAINST / / ABSTAIN
3. PROPOSAL BY THE COMPANY TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS
LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR FISCAL 2000
[_] FOR [_] AGAINST [_] ABSTAIN
and in their discretion, upon such other matter or matters which may properly
come before the meeting or any adjournment or adjournments thereof.
The shares represented by this proxy when properly executed will be voted in the
manner directed herein by the undersigned shareholder(s). If no direction is
made, this proxy will be votedIF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR itemsITEMS 1, 2, and 3.3 AND 4. If any other matters
properly come before the meeting, or if cumulative voting is required, the
persons named in this proxy will vote, in their discretion, provided that they
will not vote in the election of directors for persons for whom authority to
vote has been withheld.
Dated___________________________
________________________________
Signature
________________________________
Dated -------------------------------------------
Signature ---------------------------------------
Signature ---------------------------------------
(This proxy should be voted, signed, and dated by the shareholder(s) exactly as
his or her name appears hereon, and returned promptly in the enclosed envelope.
Persons signing in a fiduciary capacity should so indicate. If shares are held
by joint tenants or as community property, both should sign.)
-------------------
COMPANY #
CONTROL #
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THERE ARE THREE WAYS TO VOTE YOUR PROXY
YOUR TELEPHONE 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.
VOTE BY PHONE -- TOLL FREE -- 1-800-240-6326
-- QUICK *** EASY *** IMMEDIATE
- - Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a
week, until 12:00 p.m. (ET) on November 27, 2000.
- - You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which are located above.
- - Follow the simple instructions the Voice provides you.
VOTE BY INTERNET -- http://www.eproxy.com/mu/
-- QUICK *** EASY *** IMMEDIATE
- - Use the Internet to vote your proxy 24 hours a day, 7 days a week, until
12:00 p.m. (CT) on November 27, 2000.
- - You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which are located above to obtain your records and create an
electronic ballot.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid
envelope we've provided or return it to MICRON TECHNOLOGY, INC., c/o
Shareowner Services-SM-, P.O. Box 64873, St. Paul, MN 55164-0873.
IF YOU VOTE BY PHONE OR INTERNET, PLEASE DO NOT MAIL YOUR PROXY CARD
PLEASE DETACH HERE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, 3 AND 4.
1. Election of directors: 01 Steven R. Appleton 02 James W. Bagley
03 Robert A. Lothrop 04 Thomas T. Nicholson 05 Don J. Simplot
06 Gordon C. Smith 07 William P. Weber
/ / FOR nominees listed (except as indicated)
/ / WITHHOLD authority to vote for all nominees listed
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.)
- ------------------------------------------------------------------
- ------------------------------------------------------------------
2. Proposal by the Company to approve an amendment to the Company's
Certificate of Incorporation increasing the number of authorized shares of
Common Stock from 1,000,000,000 to 3,000,000,000
/ / FOR / / AGAINST / / ABSTAIN
3. Proposal by the Company to approve an amendment to the Company's
Certificate of Incorporation eliminating the Company's authority to issue
Class A Common Stock
/ / FOR / / AGAINST / / ABSTAIN
4. Proposal by the Company to ratify the appointment of
PricewaterhouseCoopers LLP as the Company's independent accountants for
fiscal 2001
/ / FOR / / AGAINST / / ABSTAIN
AND IN THEIR DISCRETION, UPON SUCH OTHER MATTER OR MATTERS WHICH MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENT OR ADJOURNMENTS THEREOF
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL.
Address Change? Mark Box / / Indicate changes below:
Dated______________________________
- ------------------------------------------------------------------
- ------------------------------------------------------------------
Signature(s) in Box
(This proxy should be voted, signed, and dated by the shareholder(s) exactly
as his or her name appears hereon, and returned promptly in the enclosed
envelope. Persons signing in a fiduciary capacity should so indicate. If
shares are held by joint tenants or as community property, both should sign.)
[MICRON LOGO]
ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 28, 2000
9:00 A.M.
COMPANY'S HEADQUARTERS
8000 S. FEDERAL WAY,
BOISE, IDAHO 83716-9632
MICRON TECHNOLOGY, INC.
BOISE, IDAHO 83716-9632 PROXY
- -------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned shareholder(s) of Micron Technology, Inc., a Delaware
corporation, hereby acknowledge(s) receipt of the Notice of 2000 Annual
Meeting of Shareholders and Proxy Statement, each dated October 24, 2000, and
hereby appoints Steven R. Appleton and W. G. Stover, Jr., and each of them,
proxies and attorneys-in-fact, with full power to each of substitution, on
behalf and in the name of the undersigned, to represent the undersigned at
the 2000 Annual Meeting of Shareholders of Micron Technology, Inc., to be
held November 28, 2000, at 9:00 a.m., Mountain Standard time, at the
COMPANY'S HEADQUARTERS LOCATED AT 8000 S. FEDERAL WAY, BOISE, IDAHO
83716-9632, and at any adjournment or adjournments thereof, and to
vote (including cumulatively, if required) all shares of Common Stock which
the undersigned would be entitled to vote if then and there personally
present, on the matters set forth below:
IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED "FOR" ITEMS 1, 2, 3 AND 4.
The shares represented by this proxy when properly executed will be voted in
the manner directed herein by the undersigned shareholder(s). IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR ITEMS 1, 2, 3 AND 4. If any other
matters properly come before the meeting, or if cumulative voting is
required, the persons named in this proxy will vote, in their discretion,
provided that they will not vote in the election of directors for persons for
whom authority to vote has been withheld.
SEE REVERSE FOR VOTING INSTRUCTIONS.