Microchip Technology Incorporated Depositary Shares Each Representing a 1/20th Interest in a Share of 7.50% Series A Mandatory Convertible Preferred Stock AGM 2026
Review the key takeaways and the transcript of this earnings call.
- The 2026 Annual Meeting of Stockholders of Microchip Technology Incorporated was held virtually on August 18th, 2026.
- As of the record date June 22nd, 2026, there were 543,008,370 shares of common stock outstanding and entitled to vote.
- Shares representing approximately 88.71% of the voting power were represented virtually or by proxy at the meeting, establishing a quorum.
- All seven director nominees, including Alan Barker, Rick Cassidy, Matthew Chapman, Mitch Little, Victor Pang, Karen Rapp, and Steve Sanghi, were duly elected to the Board of Directors.
- The amendment and restatement of the 2004 Equity Incentive Plan to increase authorized shares by 12 million was approved.
- The ratification of Ernst and Young LLP as the independent registered public accounting firm for the fiscal year ending March 31st, 2027, was approved.
- An advisory non-binding vote to approve the compensation of named executive officers was approved.
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Transcript
Preview the first fifteen paragraphs, organized by speaker.
Good day everyone, and welcome to the Microchip Technology Incorporated Annual Meeting. Now I will turn the call over to your host, President and CEO, Steve Sanghi. Please go ahead, Steve. Thank you, operator.
Good morning, and welcome to the 2026 Annual Meeting of Stockholders of Microchip Technology Incorporated. I am Steve Sanghi, chair of the board, CEO, and president of Microchip Technology Incorporated. It is my pleasure to welcome you here today for this meeting. We are excited to be hosting our first fully virtual annual meeting, which allows us to provide improved access to a greater number of our stockholders. We welcome all stockholders attending via the web portal. We will conduct the business portion of our meeting first and answer questions at the end of the meeting. Though we may not be able to answer every question, we will do our best to provide a response to as many as possible. The rules of conduct for the meeting are available on the meeting website.
Questions unrelated to the business of the meeting, containing offensive language, or involving personal grievances will not be addressed. It is now 9:00 A.M. Mountain Standard Time on August 18, 2026, and this meeting is officially called to order. Now I would like to introduce the other members of the board present today. Ellen Barker, former Senior Vice President and Chief Information Officer of Texas Instruments, has served as one of our directors since February 2024. Rick Cassidy, former Senior Vice President of the Corporate Strategy Office at TSMC, has served as one of our directors since May 2025. Matthew Chapman, former CEO of Northwest Evaluation Association, has served as one of our directors since May 1997. Mitch Little, retired Senior Vice President of Worldwide Client Engagement of Microchip Technology, has served as one of our directors since June 2026.
Victor Peng, former President of Advanced Micro Devices, has served as one of our directors since February 2025. Karen Rapp, former CFO of National Instruments, has served as one of our directors since January 2021. Now it is my pleasure to introduce Rob Suffoletta, a partner with the law firm of Wilson Sonsini Goodrich & Rosati, who has served as the company's outside legal counsel for the past 25 years and who was appointed by our board to act as Secretary of this annual meeting of stockholders. We are also joined here today by representatives of the firm of Ernst & Young, the company's independent registered public accounting firm, John Gaylord and Donnie Neves. They will be available during the question-and-answer session after the meeting to respond to appropriate questions. Finally, the company has also appointed Rob Suffoletta to act as the Inspector of Election for this meeting.
Rob is with us today and has taken the oath of Inspector of Election prior to the meeting. After the formal meeting has been adjourned, we will provide time for general questions. Only validated stockholders may ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to one question. Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. The board of directors fixed June 22nd as the record date for determining stockholders entitled to vote at this meeting.
An affidavit has been delivered attesting to the fact that a notice of internet availability of the notice of the meeting, the proxy statement, and the 2026 annual report to stockholders was mailed on or about July 6th to all stockholders as of the record date, and such affidavit will be incorporated into the minutes of this meeting. Rob? The stockholder list shows that as of the record date, there were 543,008,370 shares of common stock outstanding and entitled to vote at this meeting.
Shares of common stock representing 481,752,516 votes, or approximately 88.71% of the voting power on the record date, are represented virtually or by proxy at this meeting. Since this represents more than a majority of the voting power of all issued and outstanding stock entitled to vote as of the record date, a quorum is present for purposes of transacting business at this meeting.
Now I will present the matters to be voted upon. Note that we will give stockholders an opportunity to comment on the proposals themselves after all proposals have been presented. Proposal one is the election of the following nominees as directors to hold office until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified Ellen Barker, Rick Cassidy, Matthew Chapman, Mitch Little, Victor Peng, Karen Rapp, and Steve Sanghi. Proposal two is to approve the amendment and restatement of our 2004 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 12 million shares. Proposal three is to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of Microchip for the fiscal year ending March 31, 2027.
Proposal four is an advisory non-binding vote to approve the compensation of our named executive officers as disclosed in the proxy statement. If any stockholder would like to make a comment regarding any of the proposals, please submit your comment through the web portal. There are no comments on the web portal. It is now 9:07 A.M. Mountain Standard Time, Pacific Daylight Time on August 18, 2026, and the polls are now open. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the Voting button on the web portal and following the instructions provided. Stockholders who have already submitted proxies or voted by telephone or internet and do not wish to change their votes do not need to take any further action. I'll pause for voting. Now that everyone has had an opportunity to vote, I declare the polls for the 2026 annual meeting of stockholders closed.
We have been informed by the inspector of election that the preliminary vote report shows that Ellen Barker, Rick Cassidy, Matthew Chapman, Mitch Little, Victor Peng, Karen Rapp, and Steve Sanghi have been duly elected to the board of directors. The amendment and restatement of our 2004 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 12 million shares has been approved. The ratification of the appointment of Ernst & Young LLP as Microchip's independent registered public accounting firm for the fiscal year ending March 31, 2027, has been approved, and the advisory non-binding vote regarding the compensation of the named executive officer has been approved.
We'll be reporting the final vote results on a Form 8-K to be filed within four business days. There being no further business to come before the meeting, the 2026 annual meeting of stockholders of Microchip Technology Incorporated is now adjourned. Now we will begin our question and answer session. Now we would like to open things up for stockholder questions and comments. We will take stockholder questions that are being entered today on the web portal. Please note that we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed. We'll wait for any questions to be answered on the portal. Still waiting for any questions. We'll give a couple more minutes. I believe there are no questions on the portal.
If you come up with any other questions later, you can always reach us through the IR contact. That concludes our meeting today. We thank you for your attendance today and continued support. Thank you and have a great day.
That concludes our meeting today.
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