Item 16. Form 10-K Summary

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Item 16. Form 10-K Summary

Not applicable.

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EXHIBIT INDEX

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile NumberExhibitFiling DateFiled or Furnished Herewith
3.1Amended and Restated Certificate of Incorporation of Microchip Technology Incorporated8-K000-211843.1August 26, 2021
3.2Amended and Restated Bylaws effective August 22, 20238-K000-211843.1August 23, 2023
4.1Indenture dated as of February 11, 2015 between Microchip Technology Incorporated and Wells Fargo Bank, N.A. (including Form of Global 1.625% Convertible Senior Subordinated Note due 2025)8-K000-211844.1February 11, 2015
4.2Indenture dated as of February 15, 2017 between Microchip Technology Incorporated and Wells Fargo Bank, National Association (including Form of Global 1.625% Convertible Senior Subordinated Note due 2027)8-K000-211844.1February 15, 2017
4.3Description of Registered SecuritiesX
4.4Senior 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
4.5Form 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
4.6Indenture, dated as of December 1, 2020, between Microchip Technology Incorporated and Wells Fargo Bank, National Association, as trustee8-K000-211844.1December 2, 2020
4.7Form 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
4.8Senior 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
4.9Form 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
4.10Indenture dated February 29, 2024, by and between Microchip Technology Incorporated and Computershare Trust Company, National Association, as trusteeS-3ASR333-2775124.1February 29, 2024
4.11First Supplemental Indenture, dated as of March 7, 2024, among Microchip Technology Incorporated, the subsidiary guarantors named therein and Computershare Trust Company, National Association, as trustee8-K000-211844.1March 7, 2024

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EXHIBIT INDEX

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile NumberExhibitFiling DateFiled or Furnished Herewith
4.12Form of Global Note for the 5.050% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.1)8-K000-211844.2March 7, 2024
10.1Form of Capped Call Confirmation8-K000-2118410.2November 20, 2020
10.2Amended 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
10.3First Incremental Term Loan Amendment to the Amended and Restated Credit Agreement, dated as of August 31, 2023, by and among Microchip Technology Incorporated, the subsidiaries of the Company party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders thereto10-Q000-2118410.4November 2, 2023
10.4Form of Dealer Agreement between Microchip Technology Incorporated, as issuer, and the applicable Dealer party thereto8-K000-2118410.1September 15, 2023
10.5Form of Indemnification Agreement between Registrant and its directors and certain of its officers10-K000-2118410.4May 20, 2022
10.6*Management Incentive Compensation Plan (as amended through February 26, 2021)8-K000-2118410.1March 2, 2021
10.7*Microchip Technology Incorporated Supplemental Retirement PlanS-8333-1016964.1.1December 6, 2002
10.8*Amendments to Supplemental Retirement Plan10-Q000-2118410.1February 9, 2006
10.9*Amended and Restated Adoption Agreement for the Microchip Technology Incorporated Supplemental Retirement Plan dated January 1, 2024X
10.10*2001 Employee Stock Purchase Plan, as amended and restated through August 22, 20238-K000-2118410.1August 23, 2023
10.11*1994 International Employee Stock Purchase Plan, as amended and restated through August 22, 20238-K000-2118410.2August 23, 2023
10.12*2004 Equity Incentive Plan, as amended through April 6, 202310-Q000-2118410.1August 3, 2023
10.13*Form of Notice of Grant for 2004 Equity Incentive Plan (including Exhibit A Stock Option Agreement)S-8333-1199394.5October 25, 2004
10.14*Form of RSU Grant Notice and Global RSU Agreement V-400410-K000-2118410.17May 30, 2019
10.15*Form of Notice of Stock Option Grant and Stock Option Agreement10-K000-2118410.18May 30, 2019
10.16*Form of CEO RSU Grant and RSU Agreement10-K000-2118410.19May 30, 2019

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EXHIBIT INDEX

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile NumberExhibitFiling DateFiled or Furnished Herewith
10.17*Form of Notice of Grant of RSU Agreement10-K000-2118410.20May 30, 2019
10.18*Notice of Grant of Restricted Stock Units (TSR)8-K000-2118410.1January 7, 2020
10.19*Form of Notice of Grant of Restricted Stock Units (Performance) for 2004 Equity Incentive Plan (including Exhibit A Performance Matrix)10-K000-2118410.18May 20, 2022
10.20*Form of Notice of Grant of Restricted Stock Units for 2004 Equity Incentive Plan10-K000-2118410.19May 20, 2022
10.21*Form of Notice of Grant of Restricted Stock Units (Performance) for 2004 Equity Incentive Plan (including Exhibit A Performance Matrix)10-Q000-2118410.1November 3, 2022
10.22*Amended and Restated Form of Notice of Grant of Restricted Stock Units (Performance) for 2004 Equity Incentive Plan (including Exhibit A Performance Matrix)10-Q000-2118410.1February 2, 2023
10.23*Notice of Grant of Restricted Stock Units (PSU, 8 Quarters, Ops Matrix)10-K000-2118410.11May 25, 2023
10.24*Notice of Grant of Restricted Stock Units (PSU, 12 Quarters, Updated Ops Matrix)10-K000-2118410.12May 25, 2023
10.25*Change of Control Severance Agreement (Single Trigger)8-K000-2118410.1December 18, 2008
10.26*Change of Control Severance Agreement (Double Trigger)8-K000-2118410.2December 18, 2008
10.27*Change of Control Severance AgreementX
19.1Insider Trading PolicyX
19.2Requirements for 10b5-1 Trading PlansX
21.1Subsidiaries of RegistrantX
22.1Subsidiary Guarantors and Issuers of Guaranteed SecuritiesX
23.1Consent of Independent Registered Public Accounting FirmX
24.1Power of AttorneyX
31.1Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act)X
31.2Certification 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
97.1Compensation Recovery PolicyX

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EXHIBIT INDEX

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile NumberExhibitFiling DateFiled or Furnished Herewith
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
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document and contained in Exhibit 101X
*Compensation plans or arrangements in which directors or executive officers are eligible to participate
** Furnished herewith

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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.

MICROCHIP TECHNOLOGY INCORPORATED
(Registrant)
May 23, 2024By: /s/ Ganesh Moorthy
Ganesh Moorthy
President and Chief Executive Officer

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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 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 23rd day of May, 2024.

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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 23, 2024
Ganesh Moorthy(Principal Executive Officer)
/s/ Steve SanghiExecutive ChairMay 23, 2024
Steve Sanghi
/s/ Ellen L. BarkerDirectorMay 23, 2024
Ellen L. Barker
/s/ Matthew W. ChapmanDirectorMay 23, 2024
Matthew W. Chapman
/s/ Karlton D. JohnsonDirectorMay 23, 2024
Karlton D. Johnson
/s/ Wade F. MeyercordDirectorMay 23, 2024
Wade F. Meyercord
/s/ Robert A. RangoDirectorMay 23, 2024
Robert A. Rango
/s/ Karen M. RappDirectorMay 23, 2024
Karen M. Rapp
/s/ J. Eric BjornholtSenior Vice President and Chief Financial OfficerMay 23, 2024
J. Eric Bjornholt(Principal Financial and Accounting Officer)

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Annual Report on Form 10-K

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