Not applicable.
Table of Contents
EXHIBIT INDEX
| | | | | | | | | | | | | | | | | | | | | | | |
|---|
| | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | Exhibit Description | | | Form | | | File Number | | | | | | Exhibit | | | Filing Date | | | Included Herewith | | |
| 3.1 | | | Amended and Restated Certificate of Incorporation of Microchip Technology Incorporated | | | 8-K | | | 000-21184 | | | | | | 3.1 | | | August 26, 2021 | | | | | |
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| 3.2 | | | Amended and Restated Bylaws of Registrant, as amended effective May 25, 2021 | | | 8-K | | | 000-21184 | | | | | | 3.1 | | | May 28, 2021 | | | | | |
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| 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 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| 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 | | | | | |
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| 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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| 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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Table of Contents
EXHIBIT INDEX
| | | | | | | | | | | | | | | | | | | | | | | |
|---|
| | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | Exhibit Description | | | Form | | | File Number | | | | | | Exhibit | | | Filing Date | | | Included Herewith | | |
| 4.13 | | | Senior Secured Notes Indenture, dated as of May 28, 2021, 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 | | | May 28, 2021 | | | | | |
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| 4.14 | | | Form of 0.983% Senior Secured Note due 2024 (included in Exhibit 4.1 of 8-K filed on May 28, 2021) | | | 8-K | | | 000-21184 | | | | | | 4.2 | | | May 28, 2021 | | | | | |
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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 | | | 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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| 10.3 | | | Amended and Restated Credit Agreement, dated as of December 16, 2021, 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 | | | December 16, 2021 | | | | | |
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| 10.4 | | | Form of Indemnification Agreement between Registrant and its directors and certain of its officers | | | | | | | | | | | | | | | | | | X | | |
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| 10.5* | | | 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 | | | | | |
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| 10.6* | | | Form of RSU Grant Notice and Global RSU Agreement V-4004 | | | 10-K | | | 000-21184 | | | | | | 10.17 | | | May 30, 2019 | | | | | |
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| 10.7* | | | Form of Notice of Stock Option Grant and Stock Option Agreement | | | 10-K | | | 000-21184 | | | | | | 10.18 | | | May 30, 2019 | | | | | |
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| 10.8* | | | Form of CEO RSU Grant and RSU Agreement | | | 10-K | | | 000-21184 | | | | | | 10.19 | | | May 30, 2019 | | | | | |
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| 10.9* | | | Form of Notice of Grant of RSU Agreement | | | 10-K | | | 000-21184 | | | | | | 10.20 | | | May 30, 2019 | | | | | |
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| 10.10* | | | Notice of Grant of Restricted Stock Units (TSR) | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | January 7, 2020 | | | | | |
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| 10.11* | | | Management Incentive Compensation Plan (as amended through February 26, 2021) | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | March 2, 2021 | | | | | |
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| 10.12* | | | Microchip Technology Incorporated Supplemental Retirement Plan | | | S-8 | | | 333-101696 | | | | | | 4.1.1 | | | December 6, 2002 | | | | | |
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| 10.13* | | | Amendments to Supplemental Retirement Plan | | | 10-Q | | | 000-21184 | | | | | | 10.1 | | | February 9, 2006 | | | | | |
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| 10.14* | | | 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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| 10.15* | | | 2004 Equity Incentive Plan, as amended and restated on October 12, 2021 | | | 10-Q | | | 000-21184 | | | | | | 10.1 | | | November 4, 2021 | | | | | |
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| 10.16* | | | 2001 Employee Stock Purchase Plan, as amended through October 12, 2021 | | | 10-Q | | | 000-21184 | | | | | | 10.2 | | | November 4, 2021 | | | | | |
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Table of Contents
EXHIBIT INDEX
| | | | | | | | | | | | | | | | | | | | | | | |
|---|
| | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | Exhibit Description | | | Form | | | File Number | | | | | | Exhibit | | | Filing Date | | | Included Herewith | | |
| 10.17* | | | 1994 International Employee Stock Purchase Plan, as amended through October 12, 2021 | | | 10-Q | | | 000-21184 | | | | | | 10.3 | | | November 4, 2021 | | | | | |
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| 10.18* | | | Form of Notice of Grant of Restricted Stock Units (Performance) for 2004 Equity Incentive Plan (including Exhibit A Performance Matrix) | | | | | | | | | | | | | | | | | | X | | |
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| 10.19* | | | Form of Notice of Grant of Restricted Stock Units for 2004 Equity Incentive Plan | | | | | | | | | | | | | | | | | | X | | |
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| 10.20* | | | Change of Control Severance Agreement | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | December 18, 2008 | | | | | |
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| 10.21* | | | Change of Control Severance Agreement | | | 8-K | | | 000-21184 | | | | | | 10.2 | | | December 18, 2008 | | | | | |
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| 10.22 | | | 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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| 10.23 | | | 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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| 10.24 | | | 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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| 21.1** | | | Subsidiaries of Registrant | | | | | | | | | | | | | | | | | | X | | |
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| 23.1 | | | Consent of Independent Registered Public Accounting Firm | | | | | | | | | | | | | | | | | | X | | |
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| 24.1** | | | Power of Attorney | | | | | | | | | | | | | | | | | | X | | |
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| 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 | | |
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| 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 | | |
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| 32** | | | Certifications Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | | | | | | | | | | | | | | | | X | | |
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| 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 | | | | | | | | | | | | | | | | | | X | | |
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| 101.SCH | | | XBRL Taxonomy Extension Schema Document | | | | | | | | | | | | | | | | | | X | | |
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| 101.CAL | | | Taxonomy Extension Calculation Linkbase Document | | | | | | | | | | | | | | | | | | X | | |
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| 101.DEF | | | XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | | | | | | | | | | | X | | |
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| 101.LAB | | | XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | | | | | | | | | | | X | | |
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| 101.PRE | | | XBRL Taxonomy Presentation Linkbase Document | | | | | | | | | | | | | | | | | | X | | |
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Table of Contents
EXHIBIT INDEX
| | | | | | | | | | | | | | | | | | | | | | | |
|---|
| | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | Exhibit Description | | | Form | | | File Number | | | | | | Exhibit | | | Filing Date | | | Included Herewith | | |
| 104 | | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | | | | | | | | | | | | | | | | | | X | | |
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| | | *Compensation plans or arrangements in which directors or executive officers are eligible to participate | | | | | | | | | | | | | | | | | | | | |
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| | | ** Furnished herewith | | | | | | | | | | | | | | | | | | | | |
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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 20, 2022 | | | 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 20th day of May, 2022.
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 20, 2022 | | |
| Ganesh Moorthy | | | | | | | | | (Principal Executive Officer) | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| /s/ Steve Sanghi | | | | | | | | | Executive Chair | | | | | | May 20, 2022 | | |
| Steve Sanghi | | | | | | | | | | | | | | | | | |
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| /s/ Matthew W. Chapman | | | | | | | | | Director | | | | | | May 20, 2022 | | |
| Matthew W. Chapman | | | | | | | | | | | | | | | | | |
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| /s/ Esther L. Johnson | | | | | | | | | Director | | | | | | May 20, 2022 | | |
| Esther L. Johnson | | | | | | | | | | | | | | | | | |
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| /s/ Karlton D. Johnson | | | | | | | | | Director | | | | | | May 20, 2022 | | |
| Karlton D. Johnson | | | | | | | | | | | | | | | | | |
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| /s/ Wade F. Meyercord | | | | | | | | | Director | | | | | | May 20, 2022 | | |
| Wade F. Meyercord | | | | | | | | | | | | | | | | | |
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| /s/ Karen M. Rapp | | | | | | | | | Director | | | | | | May 20, 2022 | | |
| Karen M. Rapp | | | | | | | | | | | | | | | | | |
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| /s/ J. Eric Bjornholt | | | | | | | | | Senior Vice President and Chief Financial Officer | | | | | | May 20, 2022 | | |
| J. Eric Bjornholt | | | | | | | | | (Principal Financial and Accounting Officer) | | | | | | | | |
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Annual Report on Form 10-K