Microchip (MCHP) Proxy filing summary

Executive summary

• Achieved sequential quarterly revenue growth in fiscal 2026, with net sales of $4.7 billion, up 7% year-over-year.

• Completed major restructuring, including facility closure and a 10% workforce reduction, resulting in significant cost savings and improved margins.

• Restored employee compensation to target levels and reestablished key customer relationships.

• Maintained quarterly dividend and prioritized debt reduction as free cash flow turned positive.

• Entering fiscal 2027 with strong momentum and a broadened business model across five technology pillars.

Voting matters and shareholder proposals

• Election of seven directors for a one-year term.

• Approval of an amendment to the 2004 Equity Incentive Plan, increasing authorized shares by 12,000,000.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year ending March 31, 2027.

• Advisory (non-binding) vote on executive compensation (Say-on-Pay).

Board of directors and corporate governance

• Board consists of seven directors, with five joining since 2020 and an average tenure of 10.8 years.

• 86% of board nominees are independent; annual election of all directors.

• Lead Independent Director role established; board succession planning and annual self-evaluations in place.

• Proxy access and no dual-class share structure; majority voting in uncontested elections.