UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
March 11, 2024
Date of Report (date of earliest event reported)
Micron Technology, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 1-10658 | | 75-1618004 |
(State or other jurisdiction of
incorporation) | | (Commission File
Number) | | (IRS Employer
Identification No.) |
8000 South Federal Way
Boise, Idaho 83716-9632
| | (Address of principal executive offices and Zip Code) | |
(208) 368-4000
| | (Registrant’s telephone number, including area code) | |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading
symbol | | Name of each exchange on which
registered |
| Common Stock, par value $0.10 per share | | MU | | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) Election of New Director – Robert Swan
On March 11, 2024, the Board of Directors (the “Board”) of Micron Technology, Inc. (the “Company”) appointed Robert Swan as a member of the Board. Mr. Swan has also been appointed to the Audit Committee of the Board and the Finance Committee of the Board. Mr. Swan will participate in the Company’s non-employee director compensation program consistent with past practice, including a grant on the date of his appointment equal to the pro rata portion of the annual grant of restricted stock provided to non-employee directors under the Company’s director compensation plan. Mr. Swan will also enter into the Company’s standard form of indemnification agreement. The full text of the press release issued on March 11, 2024, in connection with Mr. Swan’s appointment to the Board is attached as Exhibit 99.1 to this report.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year |
On March 11, 2024, the Board amended and restated the Company’s bylaws (the “Amended and Restated Bylaws”) to increase the size of the Board from eight to nine. This description of the amendment to the Company’s bylaws is qualified in its entirety by reference to the text of the Amended and Restated Bylaws filed as Exhibit 3.1 to this report.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | MICRON TECHNOLOGY, INC. |
| | | | |
| Date: | March 11, 2024 | By: | /s/ Michael Ray |
| | | Name: | Michael Ray |
| | | Title: | Senior Vice President, Chief Legal Officer and Corporate Secretary |
