MICRON TECHNOLOGY INC
For the period ended Jan 15, 2026. Filed Nov 25, 2025.
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 15, 2026 · Filed Nov 25, 2025
MU$690.00+5.1%Stored close · as of Nov 6, 2026
Contents
4 | 2025 Proxy Statement
TABLE OF CONTENTS
| Proxy Section | Page | Frequently Requested Information | Page |
|---|---|---|---|
| Notice of Annual Meeting | 1 | Artificial Intelligence | 26 |
| Proxy Roadmap | 2 | Auditor Fees | 87 |
| Corporate Governance | 6 | Beneficial Ownership Table | 94 |
| Proposal 1 - Election of Directors | 6 | Board Leadership Structure | 19 |
| Board of Directors | 7 | Board Refreshment and Continuing Education | 16 |
| Nominees for Election | 7 | Chief Executive Officer Pay Ratio | 73 |
| Director Nominees’ Skills and Experience | 13 | Code of Business Conduct and Ethics | 28 |
| Director Nominations and Board Refreshment | 16 | Components of our Executive Compensation Program | 46 |
| Board Structure | 19 | Compensation Consultant | 44 |
| The Board’s Roles and Responsibilities | 24 | Cybersecurity Oversight | 25 |
| Shareholder Outreach | 29 | Director Independence | 19 |
| Certain Relationships and Related Person Transactions | 31 | Director Nominees’ Skills and Experience Matrix | 13 |
| Director Compensation | 32 | Director Stock Ownership Guidelines | 34 |
| Executive Compensation and Related Information | 35 | Director Tenure | 15 |
| Proposal 2 - Say-on-Pay | 35 | Director Time Commitment Policy | 18 |
| Compensation Discussion and Analysis | 36 | Enterprise Risk Management Oversight | 24 |
| Compensation Committee Report | 64 | Executive Compensation Highlights | 38 |
| Compensation Tables | 65 | Executive Compensation Practices | 41 |
| Fiscal 2025 Summary Compensation Table | 65 | Financial and Business Highlights | 37 |
| Grants of Plan-Based Awards | 67 | Fiscal 2025 Director Compensation | 32 |
| Outstanding Equity Awards | 69 | Human Capital and Culture | 26 |
| Stock Vested in Fiscal 2025 | 72 | Named Executive Officers | 36 |
| Nonqualified Deferred Compensation | 73 | Nominees for Director and Director Biographies | 7 |
| Chief Executive Officer Pay Ratio | 73 | Executive Officer Stock Ownership Guidelines | 59 |
| Potential Payments Upon Termination or Change in Control | 74 | Pay-for-Performance | 80 |
| Equity Compensation Plan Information | 78 | Peer Group | 45 |
| Pay Versus Performance | 80 | Potential Payments Upon Termination or a Change in Control | 74 |
| Proposal 3 - Approval of Amendment to our Restated Certificate of Incorporation to Provide Exculpatory Protection to Certain Company Officers | 85 | Report of the Audit Committee | 88 |
| Proposal 4 - Ratification of Appointment of PricewaterhouseCoopers LLP | 87 | Severance and Change in Control Arrangements | 60 |
| Principal Shareholders | 94 | Sustainability | 26 |
| Information Concerning Solicitation and Voting | 96 | ||
| Incorporation by Reference of Certain Financial Information | 100 | ||
| Cautionary Note on Forward-Looking Statements | 101 | ||
| Deadline for Receipt of Shareholder Proposals for Fiscal 2026 Annual Meeting | 102 | ||
| Annex A - Amendment to Restated Certificate of Incorporation | 103 | ||
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