UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
January 12, 2023
Date of Report (date of earliest event reported)
| | |
| MICRON TECHNOLOGY, INC. |
| (Exact name of registrant as specified in its charter) |
| | | | | | | | | | | | | | |
| Delaware | | 1-10658 | | 75-1618004 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
| 8000 South Federal Way |
| Boise, Idaho 83716-9632 |
| (Address of principal executive offices and Zip Code) |
| | |
| (208) 368-4000 |
| (Registrant’s telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class | | Trading symbol | | Name of each exchange on which registered |
| Common Stock, par value $0.10 per share | | MU | | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Fiscal 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of Micron Technology, Inc. (the “Company”) was held on January 12, 2023. At the Annual Meeting, the following proposals were submitted to a vote of the shareholders:
Proposal 1
The following nominees for Directors were elected. Each person elected as a Director will serve until the next annual meeting of shareholders or until such person’s successor is duly elected and qualified.
| | | | | | | | | | | | | | |
| Name of Nominee | For | Against | Abstain | Broker Non-Votes |
| | | | |
| Richard M. Beyer | 787,722,672 | 23,192,155 | 647,045 | 99,486,139 |
| Lynn A. Dugle | 804,472,073 | 6,507,102 | 582,697 | 99,486,139 |
| Steven J. Gomo | 793,578,591 | 16,980,076 | 1,003,205 | 99,486,139 |
| Linnie M. Haynesworth | 803,725,157 | 6,894,601 | 942,114 | 99,486,139 |
| Mary Pat McCarthy | 804,966,119 | 6,011,467 | 584,286 | 99,486,139 |
| Sanjay Mehrotra | 804,838,310 | 6,134,398 | 589,164 | 99,486,139 |
| Robert E. Switz | 770,286,906 | 40,624,042 | 650,924 | 99,486,139 |
| MaryAnn Wright | 788,158,822 | 22,819,465 | 583,585 | 99,486,139 |
Proposal 2
The proposal by the Company to approve a non-binding resolution to approve the compensation of its Named Executive Officers as described in the Company’s proxy statement was approved with 577,338,369 votes in favor, 232,782,611 votes against, 1,440,892 abstentions, and 99,486,139 broker non-votes.
Proposal 3
The proposal by the Company to approve its amended and restated 2007 Equity Incentive Plan to increase the shares reserved for issuance thereunder by 50 million as described in the Company’s proxy statement was approved with 775,564,559 votes in favor, 34,828,200 votes against, 1,169,113 abstentions, and 99,486,139 broker non-votes.
Proposal 4
The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending August 31, 2023, was approved with 841,187,769 votes in favor, 69,058,262 votes against, 801,980 abstentions, and no broker non-votes.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | MICRON TECHNOLOGY, INC. |
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| Date: | January 13, 2023 | By: | /s/ Rob Beard |
| | Name: | Rob Beard |
| | Title: | Senior Vice President, General Counsel and Corporate Secretary |
