8-KShareholder MattersOther EventsExhibits & Filings

MICRON TECHNOLOGY INC 8-K Report, Shareholder Vote Results (Jan 27, 2014)

Filed January 27, 2014For Securities:MU

Summary

Micron Technology Inc. filed an 8-K report detailing the outcomes of its Fiscal 2013 Annual Meeting of Shareholders and significant debt repurchase activities. The shareholder meeting saw overwhelming approval for the election of directors, the amendment and restatement of equity incentive plans (increasing share reserves and extending stock option terms), the ratification of PricewaterhouseCoopers LLP as independent auditors, and the advisory vote on executive compensation. These approvals suggest strong shareholder confidence in the company's governance and compensation practices. In addition to the shareholder meeting results, Micron announced substantial repurchases of its convertible senior notes across three series (2031B, 2032C, and 2032D) totaling approximately $330 million in principal amount for $407 million in cash. This move aims to reduce outstanding debt. While the company anticipates a small charge of approximately $10 million in the second quarter of fiscal 2014 related to these repurchases, the reduction in outstanding notes is a key strategic action for investors to monitor.

Key Highlights

  • 1Shareholders overwhelmingly approved the election of all nominated directors, indicating strong confidence in the board.
  • 2The Amended and Restated 2007 Equity Incentive Plan was approved, increasing shares available for issuance by 45 million.
  • 3Shareholders approved extending the maximum term for stock options and stock appreciation rights under the Amended and Restated 2004 Equity Incentive Plan from 6 to 8 years.
  • 4PricewaterhouseCoopers LLP was ratified as Micron's Independent Registered Public Accounting Firm for fiscal year 2014 with broad support.
  • 5An advisory vote to approve the compensation of Named Executive Officers passed with significant shareholder approval.
  • 6Micron repurchased approximately $330 million in aggregate principal amount of its convertible senior notes due 2031 and 2032 for $407 million in cash.
  • 7The company expects to record a charge of approximately $10 million in Q2 fiscal 2014 related to these note repurchases.

Frequently Asked Questions

Shareholders approved the election of all director nominees, the amended equity incentive plans (allowing for more shares and longer option terms), ratified the appointment of PricewaterhouseCoopers LLP as auditors, and approved executive compensation in an advisory vote. All proposals received substantial shareholder support.

Micron repurchased approximately $330 million in aggregate principal amount of its 1.875% Convertible Senior Notes due 2031 (2031B Notes), 2.375% Convertible Senior Notes due 2032 (2032C Notes), and 3.125% Convertible Senior Notes due 2032 (2032D Notes). This action is likely intended to reduce outstanding debt obligations.

Micron paid $407 million in cash for the repurchased notes. The company anticipates recording a charge of approximately $10 million in the second quarter of fiscal year 2014 related to these transactions.

The approval of the Amended and Restated 2007 Equity Incentive Plan increases the number of shares available for issuance by 45 million, which can be used for employee compensation, potentially through stock options or restricted stock units. The amendment to the 2004 plan extends the maximum term of stock options and SARs to 8 years from 6, potentially making awards more attractive and aligning executive incentives over a longer period.