Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| MICROCHIP TECHNOLOGY INCORPORATED |
| (Registrant) |
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| May 30, 2019 | By: /s/ Steve Sanghi |
| Steve Sanghi |
| Chief Executive Officer and Chairman of the Board |
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer or director of Microchip Technology Incorporated, a Delaware corporation (the "Company"), does hereby constitute and appoint each of STEVE SANGHI and J. ERIC BJORNHOLT, with full power to each of them to act alone, as the true and lawful attorneys and agents of the undersigned, with full power of substitution and resubstitution to each of said attorneys to execute, file or deliver any and all instruments and to do any and all acts and things which said attorneys and agents, or any of them, deem advisable to enable the Company to comply with the Securities Exchange Act of 1934, as amended, and any requirements of the Securities and Exchange Commission in respect thereto relating to this annual report on Form 10-K, including specifically, but without limitation of the general authority hereby granted, the power and authority to sign such person's name individually and on behalf of the Company as an officer or director (as indicated below opposite such person's signature) to the Company's annual report on Form 10-K or any amendments or supplements thereto; and each of the undersigned does hereby fully ratify and confirm all that said attorneys and agents or any of them, shall do or cause to be done by virtue hereof. This Power of Attorney revokes any and all previous powers of attorney granted by any of the undersigned which such power would have entitled said attorneys and agents, or any of them, to sign such person's name, individually or on behalf of the Company, to any Form 10-K.
IN WITNESS WHEREOF, each of the undersigned has executed the foregoing power of attorney on this 30th day of May, 2019.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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| Name and Signature | | | Title | | Date |
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| /s/ Steve Sanghi | | | Chief Executive Officer and Chairman of the Board | | May 30, 2019 |
| Steve Sanghi | | | (Principal Executive Officer) | | |
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| /s/ Matthew W. Chapman | | | Director | | May 30, 2019 |
| Matthew W. Chapman | | | | | |
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| /s/ L.B. Day | | | Director | | May 30, 2019 |
| L.B. Day | | | | | |
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| /s/ Esther L. Johnson | | | Director | | May 30, 2019 |
| Esther L. Johnson | | | | | |
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| /s/ Wade F. Meyercord | | | Director | | May 30, 2019 |
| Wade F. Meyercord | | | | | |
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| /s/ J. Eric Bjornholt | | | Senior Vice President and Chief Financial Officer | | May 30, 2019 |
| J. Eric Bjornholt | | | (Principal Financial and Accounting Officer) | | |
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EXHIBIT LIST
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| | | | Incorporated by Reference | | | | | | | | |
| Exhibit Number | | Exhibit Description | | Form | | File Number | | Exhibit | | Filing Date | | Included Herewith |
| 2.1 | | Agreement and Plan of Merger, dated as of January 19, 2016, by and among Microchip Technology, Atmel Corporation, and Hero Acquisition Corporation | | 8-K | | 000-21184 | | 2.1 | | 1/19/2016 | | |
| 2.2 | | Agreement and Plan of Merger, dated as of March 1, 2018, by and among Microchip Technology Incorporated, Microsemi Corporation, and Maple Acquisition Corporation | | 8-K | | 000-21184 | | 2.1 | | 3/2/2018 | | |
| 3.1 | | Restated Certificate of Incorporation of Registrant | | 10-Q | | 000-21184 | | 3.1 | | 11/12/2002 | | |
| 3.2 | | Amended and Restated Bylaws of Registrant, as amended through May 21, 2019 | | 8-K | | 000-21184 | | 3.1 | | 5/24/2019 | | |
| 4.1 | | Indenture dated as of February 11, 2015 between Microchip Technology Incorporated and Wells Fargo Bank, N.A. | | 8-K | | 000-21184 | | 4.1 | | 2/11/2015 | | |
| 4.2 | | Indenture dated as of February 15, 2017 between Microchip Technology Incorporated and Wells Fargo Bank, National Association | | 8-K | | 000-21184 | | 4.1 | | 2/15/2017 | | |
| 4.3 | | Indenture dated as of February 15, 2017 between Microchip Technology Incorporated and Wells Fargo Bank, National Association | | 8-K | | 000-21184 | | 4.3 | | 2/15/2017 | | |
| 10.1 | | Augmenting Lender Supplement, dated as of November 10, 2017, among Microchip Technology Incorporated, the lender party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent | | 8-K | | 000-21184 | | 10.1 | | 11/13/2017 | | |
| 10.2 | | Master Increasing Lender Supplement, dated as of September 1, 2017, among Microchip Technology Incorporated, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent | | 8-K | | 000-21184 | | 10.1 | | 9/1/2017 | | |
| 10.3 | | Master Increasing Lender Supplement dated as of March 19, 2015, by and among Microchip Technology Incorporated and the Increasing Lenders thereto | | 10-K | | 000-21184 | | 10.1 | | 5/27/2015 | | |
| 10.4 | | Amended and Restated Credit Agreement, dated May 18, 2018, by and among Microchip Technology Incorporated, the lenders from time to time party there to and JPMorgan Chase Bank, N.A., as administrative agent | | 8-K | | 000-21184 | | 10.1 | | 5/18/2018 | | |
| 10.5 | | Pledge and Security Agreement, dated as of February 8, 2017, by and among Microchip Technology Incorporated, the other grantors party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent | | 8-K | | 000-21184 | | 10.2 | | 2/8/2017 | | |
| 10.6 | | Commitment Letter dated March 1, 2018, between Microchip Technology Incorporation and JPMorgan Chase Bank, N.A. | | 8-K | | 000-21184 | | 10.1 | | 3/2/2018 | | |
| 10.7 | | Form of Indemnification Agreement between Registrant and its directors and certain of its officers [Paper filing not on SEC website.] | | S-1 | | 33-57960 | | 10.1 | | 2/5/1993 | | |
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EXHIBIT LIST
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EXHIBIT LIST
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| | | | Incorporated by Reference | | | | | | | | |
| Exhibit Number | | Exhibit Description | | Form | | File Number | | Exhibit | | Filing Date | | Included Herewith |
| 10.28* | | Amendment dated December 9, 1999 to the Adoption Agreement to the Microchip Technology Incorporated Supplemental Retirement Plan | | S-8 | | 333-101696 | | 4.1.4 | | 12/6/2002 | | |
| 10.29* | | February 3, 2003 Amendment to the Adoption Agreement to the Microchip Technology Incorporated Supplemental Retirement Plan | | 10-K | | 000-21184 | | 10.28 | | 6/5/2003 | | |
| 10.30* | | Amendments to Supplemental Retirement Plan | | 10-Q | | 000-21184 | | 10.1 | | 2/9/2006 | | |
| 10.31* | | Amended and Restated Adoption Agreement to the Microchip Technology Incorporated Supplemental Retirement Plan dated October 8, 2008, as amended December 15, 2008 | | 10-K | | 000-21184 | | 10.28 | | 5/24/2016 | | |
| 10.32* | | Change of Control Severance Agreement | | 8-K | | 000-21184 | | 10.1 | | 12/18/2008 | | |
| 10.33* | | Change of Control Severance Agreement | | 8-K | | 000-21184 | | 10.2 | | 12/18/2008 | | |
| 10.34 | | Development Agreement dated as of August 29, 1997 by and between Registrant and the City of Chandler, Arizona | | 10-Q | | 000-21184 | | 10.1 | | 2/13/1998 | | |
| 10.35 | | Addendum to Development Agreement by and between Registrant and the City of Tempe, Arizona, dated May 11, 2000 | | 10-K | | 000-21184 | | 10.14 | | 5/15/2001 | | |
| 10.36 | | Development Agreement dated as of July 17, 1997 by and between Registrant and the City of Tempe, Arizona | | 10-Q | | 000-21184 | | 10.2 | | 2/13/1998 | | |
| 21.1 | | Subsidiaries of Registrant | | | | | | | | | | X |
| 23.1 | | Consent of Independent Registered Public Accounting Firm | | | | | | | | | | X |
| 24.1 | | Power of Attorney included on Page 63 of this Form 10-K | | | | | | | | | | X |
| 31.1 | | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act) | | | | | | | | | | X |
| 31.2 | | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act) | | | | | | | | | | X |
| 32** | | Certifications Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | | | | | | | | X |
| 101.INS | | XBRL Instance Document - the instance document does not appear in the Interactive File because its XBRL tags are embedded within the Inline XBRL document | | | | | | | | | | |
| 101.SCH | | XBRL Taxonomy Extension Schema Document | | | | | | | | | | X |
| 101.CAL | | Taxonomy Extension Calculation Linkbase Document | | | | | | | | | | X |
| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | | | X |
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EXHIBIT LIST
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| | | | Incorporated by Reference | | | | | | | | |
| Exhibit Number | | Exhibit Description | | Form | | File Number | | Exhibit | | Filing Date | | Included Herewith |
| 101.LAB | | XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | | | X |
| 101.PRE | | XBRL Taxonomy Presentation Linkbase Document | | | | | | | | | | X |
| | *Compensation plans or arrangements in which directors or executive officers are eligible to participate | | | | | | | | | | |
| | **Furnished herewith. | | | | | | | | | | |
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Annual Report on Form 10-K