Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 25, 2021, Microchip Technology Incorporated's ("we," "our" or "Microchip") Board of Directors approved, subject to stockholder approval, the amendment and restatement of its 2004 Equity Incentive Plan (the "2004 Plan") to extend the term of the 2004 Plan by ten years to August 24, 2031. On August 24, 2021, following receipt of stockholders' approval, the amended and restated 2004 Plan became effective, a copy of which is filed as Exhibit 10.1 hereto.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 24, 2021, our stockholders approved an amendment and restatement of our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock of Microchip from 450,000,000 to 900,000,000 (the "Restated Certificate"). We filed the Restated Certificate on August 24, 2021 with the Secretary of State of the State of Delaware, and the Restated Certificate became effective upon filing.

The foregoing description of the Restated Certificate is qualified in its entirety by reference to the full text of the Restated Certificate, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At our annual meeting of stockholders held on August 24, 2021, our stockholders elected each of the following individuals to serve on the Board of Directors until the next annual meeting of stockholders, or until his or her successor is duly elected and qualified.


      Nominees         Votes For     Votes Against    Abstentions     Broker Non-Votes
Steve Sanghi          220,099,140     14,252,042        156,661          19,466,615
Matthew W. Chapman    220,163,341     14,176,753        167,749          19,466,615
Esther L. Johnson     209,514,987     24,862,235        130,621          19,466,615
Karlton D. Johnson    231,413,279      2,910,927        183,637          19,466,615
Wade F. Meyercord     219,842,317     14,482,639        182,887          19,466,615
Ganesh Moorthy        229,638,707      4,714,090        155,046          19,466,615
Karen M. Rapp         226,987,380      7,391,616        128,847          19,466,615

In addition, the following proposals were voted on and approved at the annual meeting:

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1.Proposal to approve an amendment and restatement of our Certificate of Incorporation to increase the number of authorized shares of common stock for the purpose of effecting a two-for-one forward stock split.



              Votes For     Votes Against    Abstentions     Broker Non-Votes
             248,214,442      5,654,838        105,178              0

2.Proposal to approve an amendment and restatement of our 2004 Equity Incentive Plan to extend the term of the plan by ten years, to August 24, 2031.



              Votes For     Votes Against    Abstentions     Broker Non-Votes
             223,174,058      8,869,923       2,463,862         19,466,615

3.Proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2022.



              Votes For     Votes Against    Abstentions     Broker Non-Votes
             245,199,668      6,157,033       2,617,757             0

4.Proposal to approve the compensation of our named executive officers on an advisory (non-binding) basis.



              Votes For     Votes Against    Abstentions     Broker Non Votes
             215,093,046     16,666,236       2,748,561         19,466,615


Item 8.01. Other Events.

On August 25, 2021, Microchip issued a press release announcing that its Board of Directors declared a two-for-one stock split in the form of a stock dividend to be distributed on October 12, 2021 to stockholders of record as of the close of business on October 4, 2021.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:



 Exhibit No.                               Description
     3.1         Amended and Restated Certificate of Incorporation of Microchip
               Technology Incorporated.

     10.1        2004 Equity Incentive Plan, as amended and restated on August 24,
               2021.

     104       Cover Page Interactive Data File (embedded within the Inline XBRL
               document).

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