8-KLeadership Changes

MICRON TECHNOLOGY INC 8-K Report, Executive Changes (Jul 27, 2017)

Filed July 27, 2017For Securities:MU

Summary

This 8-K filing by Micron Technology, Inc. (MU) on July 27, 2017, primarily details changes related to the departure of its former Chief Executive Officer, D. Mark Durcan. Mr. Durcan resigned as CEO and board member on May 8, 2017, and is set to retire on August 8, 2017. However, he will continue to provide advisory services to the company through December 31, 2017. The filing also outlines modifications to Mr. Durcan's severance agreement and approves an Executive Covenant Agreement. These agreements extend the non-compete and non-solicitation restrictions for Mr. Durcan to two years following the end of his advisory service period. In return for these extended services and restrictions, his previously granted performance unit awards will become payable on a pro-rata basis, contingent upon achieving performance objectives.

Key Highlights

  • 1D. Mark Durcan resigned as CEO and board member effective May 8, 2017, and will retire on August 8, 2017.
  • 2Mr. Durcan will provide advisory services to Micron through December 31, 2017.
  • 3An amendment to Mr. Durcan's severance agreement and a new Executive Covenant Agreement have been approved.
  • 4The duration of Mr. Durcan's non-compete and non-solicitation obligations has been extended to two years post-advisory services.
  • 5Previously granted performance unit awards to Mr. Durcan will be payable pro-rata, subject to performance objectives.
  • 6These agreements aim to ensure a smooth transition and retain Mr. Durcan's expertise for a period.
  • 7Full details of the agreements will be available in Micron's Form 10-K for the fiscal year ending August 31, 2017.

Frequently Asked Questions

The main purpose of this 8-K filing is to report on the executive transition of D. Mark Durcan, the former CEO of Micron Technology, Inc., including his continued advisory role and the associated modifications to his severance and non-compete agreements.

The agreements allow for his previously granted performance unit awards to become payable on a pro-rata basis, tied to the duration of his service and the achievement of applicable performance objectives. This is in exchange for his extended advisory services and the stricter non-compete/non-solicit covenants.

The full text of the Amendment to Mr. Durcan's severance agreement and his Executive Covenant Agreement will be filed as exhibits to Micron Technology's Annual Report on Form 10-K for the fiscal year ending August 31, 2017.

No, Mr. Durcan resigned as Chief Executive Officer and as a member of the Board of Directors on May 8, 2017, and will retire from his operational role on August 8, 2017. He will, however, continue to provide advisory services to the company until December 31, 2017.