Not applicable.
Table of Contents
EXHIBIT INDEX
| | | | | | | | | | | | | | | | | | | | | | | |
|---|
| | | | | | 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 March 1, 2018, by and among Microchip Technology Incorporated, Microsemi Corporation, and Maple Acquisition Corporation | | | 8-K | | | 000-21184 | | | | | | 2.1 | | | March 2, 2018 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| 3.1 | | | Restated Certificate of Incorporation of Registrant | | | 10-Q | | | 000-21184 | | | | | | 3.1 | | | November 12, 2002 | | | | | |
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| 3.2** | | | Amended and Restated Bylaws of Registrant, as amended February 26, 2021 | | | | | | | | | | | | | | | | | | X | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| 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 | | | February 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 | | | February 15, 2017 | | | | | |
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| 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 | | | February 15, 2017 | | | | | |
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| 4.4 | | | Description of Registered Securities | | | 10-K | | | 000-21184 | | | | | | 4.4 | | | May 22, 2020 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| 4.5 | | | Senior Secured Notes Indenture, dated as of May 29, 2020, by and among Microchip Technology Incorporated, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee and collateral agent | | | 8-K | | | 000-21184 | | | | | | 4.1 | | | June 3, 2020 | | | | | |
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| 4.6 | | | Senior Notes Indenture, dated as of May 29, 2020, by and among Microchip Technology Incorporated, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee | | | 8-K | | | 000-21184 | | | | | | 4.2 | | | June 3, 2020 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| 4.7 | | | Form of 2.670% Senior Secured Note due 2023 (included in Exhibit 4.1 of 8-K filed on June 3, 2020) | | | 8-K | | | 000-21184 | | | | | | 4.3 | | | June 3, 2020 | | | | | |
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| 4.8 | | | Form of 4.250% Senior Note due 2025 (included in Exhibit 4.2 of 8-K filed on June 3, 2020) | | | 8-K | | | 000-21184 | | | | | | 4.4 | | | June 3, 2020 | | | | | |
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| 4.9 | | | Indenture, dated as of December 1, 2020, between Microchip Technology Incorporated and Wells Fargo Bank, National Association, as trustee | | | 8-K | | | 000-21184 | | | | | | 4.1 | | | December 2, 2020 | | | | | |
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| 4.10 | | | Form of 0.125% Convertible Senior Note due 2024 (included in Exhibit 4.1 of the 8-K filed on December 2, 2020) | | | 8-K | | | 000-21184 | | | | | | 4.2 | | | December 2, 2020 | | | | | |
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| 4.11 | | | Senior Secured Notes Indenture, dated as of December 17, 2020, by and among Microchip Technology Incorporated, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee and collateral agent | | | 8-K | | | 000-21184 | | | | | | 4.1 | | | December 18, 2020 | | | | | |
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Table of Contents
EXHIBIT INDEX
| | | | | | | | | | | | | | | | | | | | | | | |
|---|
| | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | Exhibit Description | | | Form | | | File Number | | | | | | Exhibit | | | Filing Date | | | Included Herewith | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| 4.12 | | | Form of 0.972% Senior Secured Note due 2024 (included in Exhibit 4.1 of the 8-K filed on December 18, 2020) | | | 8-K | | | 000-21184 | | | | | | 4.2 | | | December 18, 2020 | | | | | |
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| 10.1 | | | Form of Capped Call Confirmation | | | 8-K | | | 000-21184 | | | | | | 10.2 | | | November 20, 2020 | | | | | |
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| 10.2 | | | 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 | | | November 13, 2017 | | | | | |
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| 10.3 | | | 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 | | | September 1, 2017 | | | | | |
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| 10.4 | | | 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 | | | May 27, 2015 | | | | | |
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| 10.5 | | | Amended and Restated Credit Agreement, dated as of May 29, 2018, by and among Microchip Technology Incorporated, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | May 29, 2018 | | | | | |
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| 10.6 | | | Amendment No.1 to Amended and Restated Credit Agreement, dated as of September 26, 2019, among Microchip Technology Incorporated, the Subsidiary Guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | October 1, 2019 | | | | | |
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| 10.7 | | | Second Amendment to Amended and Restated Credit Agreement, dated as of March 21, 2020 | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | March 24, 2020 | | | | | |
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| 10.8 | | | 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 | | | February 8, 2017 | | | | | |
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| 10.9 | | | Amended and Restated Pledge and Security Agreement, dated as of May 29, 2018, 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 | | | May 29, 2018 | | | | | |
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| 10.10 | | | Pledge and Security Agreement, dated as of March 27, 2020, by and among Microchip Technology Incorporated, the other grantors from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent | | | 8-K | | | 000-21184 | | | | | | 10.2 | | | March 27, 2020 | | | | | |
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Table of Contents
EXHIBIT INDEX
| | | | | | | | | | | | | | | | | | | | | | | |
|---|
| | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | Exhibit Description | | | Form | | | File Number | | | | | | Exhibit | | | Filing Date | | | Included Herewith | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| 10.11 | | | Pledge and Security Agreement, dated as of December 17, 2020, by and among Microchip Technology Incorporated, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as collateral agent | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | December 18, 2020 | | | | | |
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| 10.12 | | | Amended and Restated Guaranty, dated as of May 29, 2018, made by the subsidiaries of Microchip Technology Incorporated party thereto as guarantors in favor of JPMorgan Chase Bank, N.A., as Administrative Agent | | | 8-K | | | 000-21184 | | | | | | 10.3 | | | May 29, 2018 | | | | | |
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| 10.13 | | | 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 | | | February 5, 1993 | | | | | |
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| 10.14 | | | Microchip Technology Incorporated 2012 Inducement Award Plan | | | S-8 | | | 333-183074 | | | | | | 4.8 | | | August 3, 2012 | | | | | |
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| 10.15* | | | 2004 Equity Incentive Plan as Amended and Restated on April 1, 2021 | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | April 7, 2021 | | | | | |
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| 10.16* | | | Form of Notice of Grant of Restricted Stock Units (officer) for 2004 Equity Incentive Plan | | | S-8 | | | 333-192273 | | | | | | 10.2 | | | November 12, 2013 | | | | | |
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| 10.17* | | | Form of Notice of Grant of Restricted Stock Units (non-officer) for 2004 Equity Incentive Plan | | | S-8 | | | 333-192273 | | | | | | 10.3 | | | November 12, 2013 | | | | | |
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| 10.18* | | | Form of Notice of Grant for 2004 Equity Incentive Plan (including Exhibit A Stock Option Agreement) | | | S-8 | | | 333-119939 | | | | | | 4.5 | | | October 25, 2004 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| 10.19* | | | Form of Notice of Grant of Restricted Stock Units for 2004 Equity Incentive Plan (including Exhibit A Restricted Stock Units Agreement) | | | 10-K | | | 000-21184 | | | | | | 10.6 | | | May 31, 2006 | | | | | |
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| 10.20* | | | Restricted Stock Units Agreement (Domestic) for 2004 Equity Incentive Plan | | | 10-Q | | | 000-21184 | | | | | | 10.3 | | | November 7, 2007 | | | | | |
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| 10.21* | | | Restricted Stock Units Agreement (Foreign) for 2004 Equity Incentive Plan | | | 10-Q | | | 000-21184 | | | | | | 10.4 | | | November 7, 2007 | | | | | |
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| 10.22* | | | Form of Global RSU Agreement for 2004 Equity Incentive Plan (including Notice of Grant of Restricted Stock Units) | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | September 27, 2010 | | | | | |
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| 10.23* | | | Form of RSU Grant Notice and Global RSU Agreement V-4004 | | | 10-K | | | 000-21184 | | | | | | 10.17 | | | May 30, 2019 | | | | | |
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| 10.24* | | | Form of Notice of Stock Option Grant and Stock Option Agreement | | | 10-K | | | 000-21184 | | | | | | 10.18 | | | May 30, 2019 | | | | | |
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| 10.25* | | | Form of CEO RSU Grant and RSU Agreement | | | 10-K | | | 000-21184 | | | | | | 10.19 | | | May 30, 2019 | | | | | |
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| 10.26* | | | Form of Notice of Grant of RSU Agreement | | | 10-K | | | 000-21184 | | | | | | 10.20 | | | May 30, 2019 | | | | | |
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| 10.27* | | | Notice of Grant of Restricted Stock Units (TSR) | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | January 7, 2020 | | | | | |
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| 10.28* | | | Microchip Technology Incorporated 2001 Employee Stock Purchase Plan as amended through February 19, 2019 | | | 10-K | | | 000-21184 | | | | | | 10.21 | | | May 30, 2019 | | | | | |
Table of Contents
EXHIBIT INDEX
| | | | | | | | | | | | | | | | | | | | | | | |
|---|
| | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | Exhibit Description | | | Form | | | File Number | | | | | | Exhibit | | | Filing Date | | | Included Herewith | | |
| | | | | | | | | | | | | | | | | | | | | | | |
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| 10.29* | | | Microchip Technology Incorporated International Employee Stock Purchase Plan as amended May 6, 2019 | | | 10-K | | | 000-21184 | | | | | | 10.22 | | | May 30, 2019 | | | | | |
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| 10.30* | | | Executive Management Incentive Compensation Plan as amended on May 16, 2016 | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | August 18, 2016 | | | | | |
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| 10.31* | | | Discretionary Executive Management Incentive Compensation Plan | | | 8-K | | | 000-21184 | | | | | | 10.3 | | | August 24, 2006 | | | | | |
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| 10.32* | | | Management Incentive Compensation Plan (as amended through February 26, 2021) | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | March 2, 2021 | | | | | |
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| 10.33* | | | Microchip Technology Incorporated Supplemental Retirement Plan | | | S-8 | | | 333-101696 | | | | | | 4.1.1 | | | December 6, 2002 | | | | | |
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| 10.34* | | | Adoption Agreement to the Microchip Technology Incorporated Supplemental Retirement Plan dated January 1, 1997 | | | S-8 | | | 333-101696 | | | | | | 4.1.3 | | | December 6, 2002 | | | | | |
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| 10.35* | | | Amendment dated December 9, 1999 to the Adoption Agreement to the Microchip Technology Incorporated Supplemental Retirement Plan | | | S-8 | | | 333-101696 | | | | | | 4.1.4 | | | December 6, 2002 | | | | | |
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| 10.36* | | | February 3, 2003 Amendment to the Adoption Agreement to the Microchip Technology Incorporated Supplemental Retirement Plan | | | 10-K | | | 000-21184 | | | | | | 10.28 | | | June 5, 2003 | | | | | |
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| 10.37* | | | Amendments to Supplemental Retirement Plan | | | 10-Q | | | 000-21184 | | | | | | 10.1 | | | February 9, 2006 | | | | | |
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| 10.38* | | | 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 | | | May 24, 2016 | | | | | |
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| 10.39* | | | Change of Control Severance Agreement | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | December 18, 2008 | | | | | |
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| 10.40* | | | Change of Control Severance Agreement | | | 8-K | | | 000-21184 | | | | | | 10.2 | | | December 18, 2008 | | | | | |
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| 10.41 | | | Development Agreement dated as of August 29, 1997 by and between Registrant and the City of Chandler, Arizona | | | 10-Q | | | 000-21184 | | | | | | 10.1 | | | February 13, 1998 | | | | | |
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| 10.42 | | | Addendum to Development Agreement by and between Registrant and the City of Tempe, Arizona, dated May 11, 2000 | | | 10-K | | | 000-21184 | | | | | | 10.14 | | | May 15, 2001 | | | | | |
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| 10.43 | | | Development Agreement dated as of July 17, 1997 by and between Registrant and the City of Tempe, Arizona | | | 10-Q | | | 000-21184 | | | | | | 10.2 | | | February 13, 1998 | | | | | |
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| 10.44 | | | Pledge and Security Agreement, dated as of May 29, 2020, by and among Microchip Technology Incorporated, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as collateral agent | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | June 3, 2020 | | | | | |
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| 21.1** | | | Subsidiaries of Registrant | | | | | | | | | | | | | | | | | | X | | |
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| 23.1** | | | Consent of Independent Registered Public Accounting Firm | | | | | | | | | | | | | | | | | | X | | |
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Table of Contents
EXHIBIT INDEX
Table of Contents
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.
| | | | | |
|---|
| | | MICROCHIP TECHNOLOGY INCORPORATED | | |
| | | (Registrant) | | |
| | | | | |
| May 17, 2021 | | | By: /s/ Ganesh Moorthy | | |
| | | Ganesh Moorthy | | |
| | | President, Chief Executive Officer, and Director | | |
Table of Contents
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 GANESH MOORTHY 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 17th day of May, 2021.
Table of Contents
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/ Ganesh Moorthy | | | | | | | | | President, Chief Executive Officer, and Director | | | | | | May 17, 2021 | | |
| Ganesh Moorthy | | | | | | | | | (Principal Executive Officer) | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| /s/ Steve Sanghi | | | | | | | | | Executive Chair | | | | | | May 17, 2021 | | |
| Steve Sanghi | | | | | | | | | | | | | | | | | |
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| /s/ Matthew W. Chapman | | | | | | | | | Director | | | | | | May 17, 2021 | | |
| Matthew W. Chapman | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
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| /s/ L.B. Day | | | | | | | | | Director | | | | | | May 17, 2021 | | |
| L.B. Day | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| /s/ Esther L. Johnson | | | | | | | | | Director | | | | | | May 17, 2021 | | |
| Esther L. Johnson | | | | | | | | | | | | | | | | | |
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| | | | | | | | | Director | | | | | | | | |
| Karlton D. Johnson | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| /s/ Wade F. Meyercord | | | | | | | | | Director | | | | | | May 17, 2021 | | |
| Wade F. Meyercord | | | | | | | | | | | | | | | | | |
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| /s/ Karen M. Rapp | | | | | | | | | Director | | | | | | May 17, 2021 | | |
| Karen M. Rapp | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
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| /s/ J. Eric Bjornholt | | | | | | | | | Senior Vice President and Chief Financial Officer | | | | | | May 17, 2021 | | |
| J. Eric Bjornholt | | | | | | | | | (Principal Financial and Accounting Officer) | | | | | | | | |
Table of Contents
Annual Report on Form 10-K