Not applicable.
Table of Contents
EXHIBIT INDEX
| | | | | | | | | | | | | | | | | | | | | | | |
|---|
| | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | Exhibit Description | | | Form | | | File Number | | | | | | Exhibit | | | Filing Date | | | Filed or Furnished 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 effective August 22, 2023 | | | 8-K | | | 000-21184 | | | | | | 3.1 | | | August 23, 2023 | | | | | |
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| 3.3 | | | Certificate of Designations, filed with the Secretary of State of the State of Delaware and effective March 25, 2025 | | | 8-K | | | 000-21184 | | | | | | 3.1 | | | March 25, 2025 | | | | | |
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| 4.1 | | | Indenture 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-K | | | 000-21184 | | | | | | 4.1 | | | February 15, 2017 | | | | | |
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| 4.2 | | | Description of Registered Securities | | | | | | | | | | | | | | | | | | X | | |
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| 4.3 | | | 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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| 4.4 | | | 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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| 4.5 | | | 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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| 4.6 | | | 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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| 4.7 | | | 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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| 4.8 | | | 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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| 4.9 | | | Indenture dated February 29, 2024, by and between Microchip Technology Incorporated and Computershare Trust Company, National Association, as trustee | | | S-3ASR | | | 333-277512 | | | | | | 4.1 | | | February 29, 2024 | | | | | |
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| 4.10 | | | First Supplemental Indenture, dated as of March 7, 2024, among Microchip Technology Incorporated, the subsidiary guarantors named therein and Computershare Trust Company, National Association, as trustee | | | 8-K | | | 000-21184 | | | | | | 4.1 | | | March 7, 2024 | | | | | |
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| 4.11 | | | Form of Global Note for the 5.050% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.1) | | | 8-K | | | 000-21184 | | | | | | 4.2 | | | March 7, 2024 | | | | | |
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Table of Contents
EXHIBIT INDEX
| | | | | | | | | | | | | | | | | | | | | | | |
|---|
| | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | Exhibit Description | | | Form | | | File Number | | | | | | Exhibit | | | Filing Date | | | Filed or Furnished Herewith | | |
| 4.12 | | | Indenture, dated as of May 31, 2024, by and between Microchip Technology Incorporated and Computershare Trust Company, National Association, as trustee | | | 8-K | | | 000-21184 | | | | | | 4.1 | | | May 31, 2024 | | | | | |
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| 4.13 | | | Form of 0.75% Convertible Senior Notes due 2030 (included in Exhibit 4.1) | | | 8-K | | | 000-21184 | | | | | | 4.2 | | | May 31, 2024 | | | | | |
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| 4.14 | | | Second Supplemental Indenture, dated as of December 16, 2024, among Microchip Technology Incorporated, the subsidiary guarantors named therein and Computershare Trust Company, National Association, as trustee | | | 8-K | | | 000-21184 | | | | | | 4.1 | | | December 16, 2024 | | | | | |
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| 4.15 | | | Form of Global Note for the 4.900% Senior Notes due 2028 (included as Exhibit A to Exhibit 4.1) | | | 8-K | | | 000-21184 | | | | | | 4.2 | | | December 16, 2024 | | | | | |
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| 4.16 | | | Form of Global Note for the 5.050% Senior Notes due 2030 (included as Exhibit B to Exhibit 4.1) | | | 8-K | | | 000-21184 | | | | | | 4.3 | | | December 16, 2024 | | | | | |
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| 4.17 | | | Form of Certificate for the 7.50% Series A Mandatory Convertible Preferred Stock (included as Exhibit A to Exhibit 3.1) | | | 8-K | | | 000-21184 | | | | | | 4.1 | | | March 25, 2025 | | | | | |
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| 4.18 | | | Deposit Agreement, dated as of March 25, 2025, among Microchip Technology Incorporated and Equiniti Trust Company, LLC, acting as Depositary, and the holders from time to time of the depositary receipts described therein | | | 8-K | | | 000-21184 | | | | | | 4.2 | | | March 25, 2025 | | | | | |
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| 4.19 | | | Form of Depositary Receipt for the Depositary Shares (included as Exhibit A to Exhibit 4.2) | | | 8-K | | | 000-21184 | | | | | | 4.3 | | | March 25, 2025 | | | | | |
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| 10.1 | | | Form of Capped Call Transaction Confirmation | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | May 31, 2024 | | | | | |
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| 10.2 | | | Form of Capped Call Transaction Confirmation | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | March 25, 2025 | | | | | |
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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 | | | First 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 thereto | | | 10-Q | | | 000-21184 | | | | | | 10.4 | | | November 2, 2023 | | | | | |
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| 10.5 | | | Second Amendment to the Amended and Restated Credit Agreement, dated as of November 8, 2024, by and 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 | | | November 12, 2024 | | | | | |
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Table of Contents
EXHIBIT INDEX
| | | | | | | | | | | | | | | | | | | | | | | |
|---|
| | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | Exhibit Description | | | Form | | | File Number | | | | | | Exhibit | | | Filing Date | | | Filed or Furnished Herewith | | |
| 10.6 | | | Second Amended and Restated Credit Agreement, dated as of March 25, 2025, 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 | | | March 25, 2025 | | | | | |
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| 10.7 | | | Form of Dealer Agreement between Microchip Technology Incorporated, as issuer, and the applicable Dealer party thereto | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | September 15, 2023 | | | | | |
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| 10.8 | | | Form of Indemnification Agreement between Registrant and its directors and certain of its officers | | | 10-K | | | 000-21184 | | | | | | 10.4 | | | May 20, 2022 | | | | | |
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| 10.9* | | | Management Incentive Compensation Plan (as amended through February 26, 2021) | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | March 2, 2021 | | | | | |
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| 10.10* | | | Microchip Technology Incorporated Supplemental Retirement Plan | | | S-8 | | | 333-101696 | | | | | | 4.1.1 | | | December 6, 2002 | | | | | |
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| 10.11* | | | Amendments to Supplemental Retirement Plan | | | 10-Q | | | 000-21184 | | | | | | 10.1 | | | February 9, 2006 | | | | | |
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| 10.12* | | | Amended and Restated Adoption Agreement for the Microchip Technology Incorporated Supplemental Retirement Plan dated January 1, 2024 | | | 10-K | | | 000-21184 | | | | | | 10.9 | | | May 23, 2024 | | | | | |
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| 10.13* | | | Retirement Agreement and Release, dated as of November 22, 2024, by and between Microchip Technology Incorporated and Ganesh Moorthy | | | 10-Q | | | 000-21184 | | | | | | 10.2 | | | February 6, 2025 | | | | | |
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| 10.14* | | | 2001 Employee Stock Purchase Plan, as amended and restated through August 22, 2023 | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | August 23, 2023 | | | | | |
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| 10.15* | | | 1994 International Employee Stock Purchase Plan, as amended and restated through August 22, 2023 | | | 8-K | | | 000-21184 | | | | | | 10.2 | | | August 23, 2023 | | | | | |
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| 10.16* | | | 2004 Equity Incentive Plan, as amended and restated August 20, 2024 | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | August 22, 2024 | | | | | |
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| 10.17* | | | 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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| 10.18* | | | Form of RSU Grant Notice and Global RSU Agreement V-4004 | | | 10-K | | | 000-21184 | | | | | | 10.17 | | | May 30, 2019 | | | | | |
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| 10.19* | | | Form of Notice of Stock Option Grant and Stock Option Agreement | | | 10-K | | | 000-21184 | | | | | | 10.18 | | | May 30, 2019 | | | | | |
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| 10.20* | | | Form of CEO RSU Grant and RSU Agreement | | | 10-K | | | 000-21184 | | | | | | 10.19 | | | May 30, 2019 | | | | | |
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| 10.21* | | | Form of Notice of Grant of RSU Agreement | | | 10-K | | | 000-21184 | | | | | | 10.20 | | | May 30, 2019 | | | | | |
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| 10.22* | | | Form of Notice of Grant of Restricted Stock Units (TSR) | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | January 7, 2020 | | | | | |
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| 10.23* | | | Form of Notice of Grant of Restricted Stock Units (Performance) for 2004 Equity Incentive Plan (including Exhibit A Performance Matrix) | | | 10-K | | | 000-21184 | | | | | | 10.18 | | | May 20, 2022 | | | | | |
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Table of Contents
EXHIBIT INDEX
| | | | | | | | | | | | | | | | | | | | | | | |
|---|
| | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | Exhibit Description | | | Form | | | File Number | | | | | | Exhibit | | | Filing Date | | | Filed or Furnished Herewith | | |
| 10.24* | | | Form of Notice of Grant of Restricted Stock Units for 2004 Equity Incentive Plan | | | 10-K | | | 000-21184 | | | | | | 10.19 | | | May 20, 2022 | | | | | |
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| 10.25* | | | Form of Notice of Grant of Restricted Stock Units (Performance) for 2004 Equity Incentive Plan (including Exhibit A Performance Matrix) | | | 10-Q | | | 000-21184 | | | | | | 10.1 | | | November 3, 2022 | | | | | |
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| 10.26* | | | Amended and Restated Form of Notice of Grant of Restricted Stock Units (Performance) for 2004 Equity Incentive Plan (including Exhibit A Performance Matrix) | | | 10-Q | | | 000-21184 | | | | | | 10.1 | | | February 2, 2023 | | | | | |
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| 10.27* | | | Form of Notice of Grant of Restricted Stock Units (PSU, 8 Quarters, Ops Matrix) | | | 10-K | | | 000-21184 | | | | | | 10.11 | | | May 25, 2023 | | | | | |
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| 10.28* | | | Form of Notice of Grant of Restricted Stock Units (PSU, 12 Quarters, Updated Ops Matrix) | | | 10-K | | | 000-21184 | | | | | | 10.12 | | | May 25, 2023 | | | | | |
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| 10.29* | | | Form of Notice of Grant of Restricted Stock Units (PSU, 8 Quarters, Ops Matrix) | | | | | | | | | | | | | | | | | | X | | |
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| 10.30* | | | Form of Notice of Grant of Restricted Stock Units (PSU, 12 Quarters, Ops Matrix) | | | | | | | | | | | | | | | | | | X | | |
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| 10.31* | | | Change of Control Severance Agreement | | | 10-K | | | 000-21184 | | | | | | 10.27 | | | May 23, 2024 | | | | | |
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| 19.1 | | | Insider Trading Policy | | | 10-K | | | 000-21184 | | | | | | 19.1 | | | May 23, 2024 | | | | | |
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| 19.2 | | | Requirements for 10b5-1 Trading Plans | | | 10-K | | | 000-21184 | | | | | | 19.2 | | | May 23, 2024 | | | | | |
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| 21.1 | | | Subsidiaries of Registrant | | | | | | | | | | | | | | | | | | X | | |
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| 22.1 | | | Subsidiary Guarantors and Issuers of Guaranteed Securities | | | 10-Q | | | 000-21184 | | | | | | 22.1 | | | February 6, 2025 | | | | | |
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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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| 97.1 | | | Compensation Recovery Policy | | | 10-K | | | 000-21184 | | | | | | 97.1 | | | May 23, 2024 | | | | | |
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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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Table of Contents
EXHIBIT INDEX
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| | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | Exhibit Description | | | Form | | | File Number | | | | | | Exhibit | | | Filing Date | | | Filed or Furnished Herewith | | |
| 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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| 104 | | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document and contained in Exhibit 101 | | | | | | | | | | | | | | | | | | 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 22, 2025 | | | By: /s/ Steve Sanghi | | |
| | | Steve Sanghi | | |
| | | Chief Executive Officer and President | | |
| | | (Principal Executive Officer) | | |
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 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 22nd day of May, 2025.
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 President | | | | | | May 22, 2025 | | |
| Steve Sanghi | | | | | | | | | (Principal Executive Officer) | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| /s/ Ellen L. Barker | | | | | | | | | Director | | | | | | May 22, 2025 | | |
| Ellen L. Barker | | | | | | | | | | | | | | | | | |
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| | | | | | | | | Director | | | | | | | | |
| Rick Cassidy | | | | | | | | | | | | | | | | | |
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| /s/ Matthew W. Chapman | | | | | | | | | Director | | | | | | May 22, 2025 | | |
| Matthew W. Chapman | | | | | | | | | | | | | | | | | |
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| /s/ Victor Peng | | | | | | | | | Director | | | | | | May 22, 2025 | | |
| Victor Peng | | | | | | | | | | | | | | | | | |
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| /s/ Karen M. Rapp | | | | | | | | | Director | | | | | | May 22, 2025 | | |
| Karen M. Rapp | | | | | | | | | | | | | | | | | |
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| /s/ J. Eric Bjornholt | | | | | | | | | Senior Vice President and Chief Financial Officer | | | | | | May 22, 2025 | | |
| J. Eric Bjornholt | | | | | | | | | (Principal Financial and Accounting Officer) | | | | | | | | |
Table of Contents
Annual Report on Form 10-K