MICRON TECHNOLOGY INC
For the period ended Jan 16, 2025. Filed Nov 26, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jan 16, 2025 · Filed Nov 26, 2024
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant ☒ | |
|---|---|
| Filed by a party other than the Registrant ☐ | |
| Check the appropriate box: | |
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
| Micron Technology, Inc. | |
|---|---|
| (Name of Registrant as Specified in Its Charter) | |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
| Payment of Filing Fee (Check all boxes that apply): | |
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Notice of Fiscal 2024 Annual Meeting of Shareholders
January 16, 2025
To the Shareholders of Micron Technology, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the “Annual Meeting”) of Micron Technology, Inc., a Delaware corporation for the fiscal year ended August 29, 2024 (“Fiscal 2024”), will be held virtually on January 16, 2025, at 9:00 a.m., Pacific Standard Time, for the purposes listed below. As used herein, “we,” “our,” “us,” “Micron,” the “Company,” and similar terms refer to Micron Technology, Inc., unless the context indicates otherwise.
| 1 | To elect eight (8) directors to our Board of Directors (the “Board”) to serve for the ensuing year and until their successors are elected and qualified; |
| 2 | To approve, on a non-binding basis, the compensation of our named executive officers; |
| 3 | To approve the 2025 Equity Incentive Plan; |
| 4 | To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending August 28, 2025 (“Fiscal 2025”); and |
| 5 | To transact such other business as may properly come before the Annual Meeting or any adjournment thereof. |
The foregoing items of business are more fully described in the Proxy Statement accompanying this notice.
Shareholders of record at the close of business on November 18, 2024 are entitled to receive notice of and to vote at the meeting and any postponements or adjournments of the meeting. A complete list of shareholders entitled to vote at the meeting will be available for inspection by any shareholder, for any purpose related to the meeting, for ten days prior to the meeting at our principal business offices during ordinary business hours. Please contact our Corporate Secretary at corporatesecretary@micron.com to schedule an appointment to review the list.
The Securities and Exchange Commission (“SEC”) permits proxy materials to be furnished over the Internet rather than in paper form. Accordingly, unless otherwise requested, we are sending our shareholders a notice (the “Notice”) regarding the availability of this proxy statement (the “Proxy Statement”), our Annual Report on Form 10-K for Fiscal 2024, and other proxy materials (together, the “proxy materials”) via the Internet. This electronic process gives you fast, convenient access to the proxy materials, reduces the impact on the environment, and reduces our printing and mailing costs. If you received the Notice by mail, you will not receive a printed copy of the proxy materials in the mail. The Notice instructs you on how to access and review the proxy materials. The Notice also instructs you on how you may submit your vote over the Internet. If you received a Notice by mail and would like to receive a copy of our proxy materials by electronic mail or mail, you should follow the instructions for requesting such proxy materials included in the Notice.
We are pleased to provide shareholders with the opportunity to participate in the Annual Meeting online via the Internet in a virtual-only meeting format to facilitate shareholder attendance and provide a consistent experience to all shareholders regardless of location. We will provide a live webcast of the Annual Meeting at www.virtualshareholdermeeting.com/MU2024, where you will also be able to submit questions and vote online. You will not be able to attend the Annual Meeting at a physical location.
To ensure your representation at the meeting, you are urged to vote, whether or not you attend the Annual Meeting. You may vote by telephone or electronically via the Internet by following the instructions on the Notice. Alternatively, if you received a paper copy, you may sign, date, and return the proxy card in the postage-prepaid envelope enclosed for that purpose. Please refer to the instructions included with the proxy card for additional details. Shareholders attending the Annual Meeting may vote using the virtual meeting platform even if they have already submitted their proxy, and any previous votes that were submitted by the shareholder, whether by Internet, telephone, or mail, will be superseded by the vote that such shareholder casts at the Annual Meeting.
We began distributing a Notice of Internet Availability of proxy materials, the Proxy Statement, the Annual Report on Form 10-K for Fiscal 2024, and proxy card, as applicable, to shareholders on November 26, 2024.
| By Order of the Board of Directors | |
| Boise, IdahoNovember 26, 2024 | Michael RaySenior Vice President, Chief Legal Officer and Corporate Secretary |
|---|
YOUR VOTE IS IMPORTANT. PLEASE SUBMIT YOUR PROXY PROMPTLY.
PROXY ROADMAP
| Proposal 1 | To elect eight (8) directors to our Board | ☑ | The Board recommends that you vote “FOR” each director nominee. |
|---|
| To elect eight (8) directors to serve for the ensuing year and until their successors are elected and qualified. Upon the recommendation of our Governance and Sustainability Committee, our Board has nominated eight (8) current directors for election to serve as directors. See “Proposal 1—Election of Directors” on page 6. | |||
|---|---|---|---|
| OUR BOARD NOMINEES | |||
| Richard M. Beyer | Mary Pat McCarthy | ||
| Former Chairman and Chief Executive Officer of Freescale Semiconductor, Inc. | Former Vice Chair of KPMG LLP | ||
| Lynn A. Dugle | Sanjay Mehrotra | ||
| Former Chairman, Chief Executive Officer, and President of Engility Holdings Inc. | Micron’s President and Chief Executive Officer | ||
| Steven J. Gomo | Robert Swan | ||
| Former Executive Vice President, Finance and Chief Financial Officer of NetApp, Inc. | Operating Partner at Andreessen Horowitz; Former Chief Executive Officer and Chief Financial Officer of Intel Corporation | ||
| Linnie M. Haynesworth | MaryAnn Wright | ||
| Former Sector Vice President, Cyber and Intelligence of Mission Solutions Division at Northrop Grumman | Former Group Vice President of Engineering and Product Development of Johnson Controls International | ||
2 | 2024 Proxy Statement
| Proposal 2 | To approve, on a non-binding basis, the compensation of our named executive officers | ☑ | The Board recommends that you vote “FOR” Proposal 2. |
|---|
For additional details on compensation of our named executive officers (the “Named Executive Officers” or the “NEOs” as defined in the section “Executive Compensation and Related Information —Compensation Discussion and Analysis—Named Executive Officers”), see “Proposal 2—Say-on-Pay” on page 35.
EXECUTIVE COMPENSATION HIGHLIGHTS
| Proposal 3 | To approve the 2025 Equity Incentive Plan | ☑ | The Board recommends that you vote “FOR” Proposal 3. |
|---|---|---|---|
| Equity compensation is a critical component of our compensation program, please refer to page 83 for more details on the Board’s recommendation. | |||
| Proposal 4 | Ratification of Appointment of Independent Registered Public Accounting Firm | ☑ | The Board recommends that you vote “FOR” Proposal 4. |
| The Board recommends ratifying the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm. Please see page 95 for additional information. | |||
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
to be held on January 16, 2025:
We began distributing a Notice of Internet Availability of proxy materials, the Proxy Statement, the Annual Report on Form 10-K for Fiscal 2024, and proxy card, as applicable, to shareholders on November 26, 2024.
4 | 2024 Proxy Statement
TABLE OF CONTENTS
| Proxy Section | Page | Frequently Requested Information | Page |
|---|---|---|---|
| Notice of Annual Meeting | 1 | Artificial Intelligence | 20 |
| Proxy Roadmap | 2 | Auditor Fees | 95 |
| Corporate Governance | 6 | Beneficial Ownership Table | 98 |
| Proposal 1 - Election of Directors | 6 | Board Diversity Matrix | 15 |
| Board of Directors | 7 | Board Leadership Structure | 23 |
| Nominees for Election | 7 | Board Refreshment & Continuing Education | 16 |
| Director Skills and Experience | 12 | CEO Pay Ratio | 73 |
| Board Diversity | 15 | Code of Business Conduct and Ethics | 28 |
| Director Nominations and Board Refreshment | 16 | Components of our Executive Compensation Program | 46 |
| Board’s Roles and Responsibilities | 18 | Compensation Consultant | 43 |
| Shareholder Outreach | 28 | Cybersecurity Oversight | 19 |
| Certain Relationships and Related Person Transactions | 31 | Director Independence | 22 |
| Director Compensation | 32 | Director Skills and Experience Matrix | 12 |
| Executive Compensation and Related Information | 35 | Director Stock Ownership Guidelines | 34 |
| Proposal 2 - Say-on-Pay | 35 | Director Tenure | 14 |
| Compensation Discussion and Analysis | 36 | Director Time Commitment Policy | 16 |
| Compensation Committee Report | 64 | Diversity, Equity and Inclusion | 20 |
| Compensation Tables | 65 | Enterprise Risk Management Oversight | 18 |
| Summary Compensation Table | 65 | Executive Compensation Highlights | 38 |
| Grants of Plan-Based Awards | 67 | Executive Compensation Practices | 37 |
| Outstanding Equity Awards | 69 | Financial and Business Highlights | 37 |
| Option Exercises and Stock Vested | 72 | Fiscal 2024 Director Compensation | 33 |
| Nonqualified Deferred Compensation | 73 | Human Capital and Culture | 20 |
| Chief Executive Officer Pay Ratio | 73 | Named Executive Officers | 36 |
| Potential Payments Upon Termination or Change in Control | 74 | Nominees for Director & Director Biographies | 7 |
| Equity Compensation Plan Information | 77 | Executive Officer Stock Ownership Guidelines | 59 |
| Pay Versus Performance | 78 | Pay-for-Performance | 41 |
| Proposal 3 - Approval of the 2025 Equity Incentive Plan | 83 | Peer Group | 44 |
| Proposal 4 - Ratification of Appointment of PricewaterhouseCoopers LLP | 95 | Potential Payments Upon Termination or a Change in Control | 74 |
| Principal Shareholders | 98 | Report of the Audit Committee | 96 |
| Information Concerning Solicitation and Voting | 99 | Severance and Change in Control Arrangements | 60 |
| Incorporation by Reference of Certain Financial Information | 103 | Summary of the 2025 Equity Incentive Plan | 86 |
| Cautionary Note on Forward-Looking Statements | 104 | ||
| Deadline for Receipt of Shareholder Proposals | 104 | ||
| Appendix A - 2025 Equity Incentive Plan | 105 | ||
| Appendix B - NASDAQ Diversity Matrix | 129 | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.