8-KShareholder MattersCorporate ChangesExhibits & Filings

MICRON TECHNOLOGY INC 8-K Report, Bylaw Amendment (Jan 22, 2019)

Filed January 22, 2019For Securities:MU

Summary

Micron Technology Inc. filed an 8-K on January 22, 2019, detailing key events from their Fiscal 2018 Annual Meeting of Shareholders held on January 17, 2019. The most significant corporate governance change reported is the amendment to the company's bylaws to decrease the size of the Board of Directors from nine to seven members. This move suggests a potential streamlining of the board's structure. Additionally, the filing confirms the election of all seven director nominees and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2019, indicating continuity in financial oversight and auditing. The meeting also saw shareholders vote on executive compensation. The non-binding resolution to approve the compensation of Named Executive Officers received a majority of 'For' votes, suggesting general shareholder satisfaction with the compensation structure at that time. Overall, the filing provides an update on corporate governance, board composition, and shareholder-approved matters, offering transparency to investors regarding the company's operational and leadership decisions.

Key Highlights

  • 1The Board of Directors has been reduced in size from nine to seven members, effective January 17, 2019, following an amendment to the company's bylaws.
  • 2All seven director nominees presented at the Fiscal 2018 Annual Meeting of Shareholders were elected.
  • 3PricewaterhouseCoopers LLP was ratified as Micron's Independent Registered Public Accounting Firm for the fiscal year ending August 29, 2019.
  • 4The non-binding resolution to approve the compensation of Micron's Named Executive Officers was approved by shareholders.
  • 5The filing confirms the date of the Fiscal 2018 Annual Meeting of Shareholders as January 17, 2019.
  • 6The votes for director elections showed strong support for all nominees, with 'For' votes significantly outnumbering 'Against' and 'Abstain' votes across the board.

Frequently Asked Questions

The 8-K filing states that the Board of Directors amended and restated the company's bylaws to decrease the size of the Board from nine to seven members. While the specific reasons are not detailed in this filing, such reductions can sometimes be aimed at increasing efficiency, improving governance, or aligning with industry trends for board size relative to company scale.

Shareholders voted on a non-binding resolution to approve the compensation of Micron's Named Executive Officers. The proposal was approved with a majority of votes in favor, indicating that shareholders, at the time of the meeting, were generally satisfied with the executive compensation structure presented.

Yes, PricewaterhouseCoopers LLP was ratified by shareholders as the Company's Independent Registered Public Accounting Firm for the fiscal year ending August 29, 2019. The ratification received overwhelming support with over 882 million votes in favor.

The filing indicates that seven director nominees were elected. While all nominees were elected, this filing does not provide details on any specific leadership changes within the board itself, such as the appointment of a new Chairman or Lead Independent Director, beyond the overall reduction in board size.