| Item 2.02 |
Results of Operations and Financial Condition. |
The information pursuant to Item 2.02 in this report on Form 8-K is being furnished as contemplated by General Instruction B(2) to Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
On November 5, 2020, Microchip Technology Incorporated (“Microchip” or the “Company”) announced the results of its operations for the second quarter of fiscal year 2021. The complete release is attached to this report as Exhibit 99.1.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 5, 2020, Microchip announced that Steve Sanghi, the current Chief Executive Officer and Chair of the Board of Directors of the Company (the “Board”) will transition to an Executive Chair role effective March 1, 2021. The Company also announced that on November 4, 2020, Ganesh Moorthy, the current President and Chief Operating Officer of Microchip, was appointed as the Company’s next Chief Executive Officer, effective March 1, 2021. Upon the effectiveness of such appointment, Mr. Moorthy will serve as Chief Executive Officer in addition to his continued role as President. Also, on November 4, 2020, the Board, upon recommendation from its Nominating and Governance Committee, appointed Mr. Moorthy as a director of the Company effective January 4, 2021.
Mr. Moorthy, age 60, has served as President of Microchip since February 2016 and as Chief Operating Officer since June 2009. He also served as Executive Vice President from October 2006 to August 2012 and as a Vice President in various roles since he joined Microchip in 2001. Prior to this time, he served in various executive capacities with other semiconductor companies. Mr. Moorthy holds an M.B.A. in Marketing from National University, a B.S. degree in Electrical Engineering from the University of Washington and a B.S. degree in Physics from the University of Mumbai, India. Mr. Moorthy was elected to the Board of Directors of Rogers Corporation in July 2013 and serves on the Audit Committee of the Board and as the Nominating and Governance Committee Chair.
There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Moorthy and any of the Company’s executive officers or directors or persons nominated or chosen by the Company to become a director or executive officer. There is no arrangement or understanding between Mr. Moorthy and any other person pursuant to which Mr. Moorthy was appointed as an officer. There are no transactions in which Mr. Moorthy has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Also, on November 4, 2020, the Board, upon recommendation from its Nominating and Governance Committee, appointed Karen Rapp, currently the Chief Financial Officer of National Instruments Corporation, as a director of the Company, effective January 4, 2021. Ms. Rapp was also appointed to the audit committee of the Board effective January 4, 2021.
There is no arrangement or understanding between Ms. Rapp and any other person pursuant to which Ms. Rapp was appointed as a director. There are no transactions in which Ms. Rapp has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Ms. Rapp will participate in the Company’s standard compensation plan for non-employee directors. The standard compensation plan for non-employee directors is described in the section entitled “Director Compensation” of the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on July 14, 2020.
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