Item 16. Form 10-K Summary

26K characters. Original on sec.gov · Markdown

Item 16. Form 10-K Summary

Not applicable.

Table of Contents

EXHIBIT INDEX

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile NumberExhibitFiling DateIncluded Herewith
3.1Amended and Restated Certificate of Incorporation of Microchip Technology Incorporated8-K000-211843.1August 26, 2021
3.2Amended and Restated Bylaws of Registrant, as amended effective May 25, 20218-K000-211843.1May 28, 2021
4.1Indenture dated as of February 11, 2015 between Microchip Technology Incorporated and Wells Fargo Bank, N.A.8-K000-211844.1February 11, 2015
4.2Indenture dated as of February 15, 2017 between Microchip Technology Incorporated and Wells Fargo Bank, National Association8-K000-211844.1February 15, 2017
4.3Indenture dated as of February 15, 2017 between Microchip Technology Incorporated and Wells Fargo Bank, National Association8-K000-211844.3February 15, 2017
4.4Description of Registered Securities10-K000-211844.4May 22, 2020
4.5Senior 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 agent8-K000-211844.1June 3, 2020
4.6Senior 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 trustee8-K000-211844.2June 3, 2020
4.7Form of 2.670% Senior Secured Note due 2023 (included in Exhibit 4.1 of 8-K filed on June 3, 2020)8-K000-211844.3June 3, 2020
4.8Form of 4.250% Senior Note due 2025 (included in Exhibit 4.2 of 8-K filed on June 3, 2020)8-K000-211844.4June 3, 2020
4.9Indenture, dated as of December 1, 2020, between Microchip Technology Incorporated and Wells Fargo Bank, National Association, as trustee8-K000-211844.1December 2, 2020
4.10Form of 0.125% Convertible Senior Note due 2024 (included in Exhibit 4.1 of the 8-K filed on December 2, 2020)8-K000-211844.2December 2, 2020
4.11Senior 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 agent8-K000-211844.1December 18, 2020
4.12Form of 0.972% Senior Secured Note due 2024 (included in Exhibit 4.1 of the 8-K filed on December 18, 2020)8-K000-211844.2December 18, 2020

Table of Contents

EXHIBIT INDEX

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile NumberExhibitFiling DateIncluded Herewith
4.13Senior 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 agent8-K000-211844.1May 28, 2021
4.14Form of 0.983% Senior Secured Note due 2024 (included in Exhibit 4.1 of 8-K filed on May 28, 2021)8-K000-211844.2May 28, 2021
10.1Form of Capped Call Confirmation8-K000-2118410.2November 20, 2020
10.2Amended 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 Agent8-K000-2118410.3May 29, 2018
10.3Amended 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 agent8-K000-2118410.1December 16, 2021
10.4Form of Indemnification Agreement between Registrant and its directors and certain of its officersX
10.5*Form of Notice of Grant for 2004 Equity Incentive Plan (including Exhibit A Stock Option Agreement)S-8333-1199394.5October 25, 2004
10.6*Form of RSU Grant Notice and Global RSU Agreement V-400410-K000-2118410.17May 30, 2019
10.7*Form of Notice of Stock Option Grant and Stock Option Agreement10-K000-2118410.18May 30, 2019
10.8*Form of CEO RSU Grant and RSU Agreement10-K000-2118410.19May 30, 2019
10.9*Form of Notice of Grant of RSU Agreement10-K000-2118410.20May 30, 2019
10.10*Notice of Grant of Restricted Stock Units (TSR)8-K000-2118410.1January 7, 2020
10.11*Management Incentive Compensation Plan (as amended through February 26, 2021)8-K000-2118410.1March 2, 2021
10.12*Microchip Technology Incorporated Supplemental Retirement PlanS-8333-1016964.1.1December 6, 2002
10.13*Amendments to Supplemental Retirement Plan10-Q000-2118410.1February 9, 2006
10.14*Amended and Restated Adoption Agreement to the Microchip Technology Incorporated Supplemental Retirement Plan dated October 8, 2008, as amended December 15, 200810-K000-2118410.28May 24, 2016
10.15*2004 Equity Incentive Plan, as amended and restated on October 12, 202110-Q000-2118410.1November 4, 2021
10.16*2001 Employee Stock Purchase Plan, as amended through October 12, 202110-Q000-2118410.2November 4, 2021

Table of Contents

EXHIBIT INDEX

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile NumberExhibitFiling DateIncluded Herewith
10.17*1994 International Employee Stock Purchase Plan, as amended through October 12, 202110-Q000-2118410.3November 4, 2021
10.18*Form of Notice of Grant of Restricted Stock Units (Performance) for 2004 Equity Incentive Plan (including Exhibit A Performance Matrix)X
10.19*Form of Notice of Grant of Restricted Stock Units for 2004 Equity Incentive PlanX
10.20*Change of Control Severance Agreement8-K000-2118410.1December 18, 2008
10.21*Change of Control Severance Agreement8-K000-2118410.2December 18, 2008
10.22Development Agreement dated as of August 29, 1997 by and between Registrant and the City of Chandler, Arizona10-Q000-2118410.1February 13, 1998
10.23Addendum to Development Agreement by and between Registrant and the City of Tempe, Arizona, dated May 11, 200010-K000-2118410.14May 15, 2001
10.24Development Agreement dated as of July 17, 1997 by and between Registrant and the City of Tempe, Arizona10-Q000-2118410.2February 13, 1998
21.1**Subsidiaries of RegistrantX
23.1Consent of Independent Registered Public Accounting FirmX
24.1**Power of AttorneyX
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 2002X
101.INSXBRL Instance Document - the instance document does not appear in the Interactive File because its XBRL tags are embedded within the Inline XBRL documentX
101.SCHXBRL Taxonomy Extension Schema DocumentX
101.CALTaxonomy Extension Calculation Linkbase DocumentX
101.DEFXBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABXBRL Taxonomy Extension Label Linkbase DocumentX
101.PREXBRL Taxonomy Presentation Linkbase DocumentX

Table of Contents

EXHIBIT INDEX

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile NumberExhibitFiling DateIncluded Herewith
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.X
*Compensation plans or arrangements in which directors or executive officers are eligible to participate
** Furnished herewith

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, 2022By: /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.

Name and SignatureTitleDate
/s/ Ganesh MoorthyPresident, Chief Executive Officer, and DirectorMay 20, 2022
Ganesh Moorthy(Principal Executive Officer)
/s/ Steve SanghiExecutive ChairMay 20, 2022
Steve Sanghi
/s/ Matthew W. ChapmanDirectorMay 20, 2022
Matthew W. Chapman
/s/ Esther L. JohnsonDirectorMay 20, 2022
Esther L. Johnson
/s/ Karlton D. JohnsonDirectorMay 20, 2022
Karlton D. Johnson
/s/ Wade F. MeyercordDirectorMay 20, 2022
Wade F. Meyercord
/s/ Karen M. RappDirectorMay 20, 2022
Karen M. Rapp
/s/ J. Eric BjornholtSenior Vice President and Chief Financial OfficerMay 20, 2022
J. Eric Bjornholt(Principal Financial and Accounting Officer)

Table of Contents

Annual Report on Form 10-K

Previous: Item 15. Exhibits and Financial Statement Schedules · Next: Item 8. , Item 15(a)(1) and (2), (b) and (c)