Micron Technology Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices and Zip Code) |
(
| (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 | ||
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. |
On March 5, 2025, the Board of Directors (“Board”) of Micron Technology, Inc. (the “Company”) appointed Anna Christine Simons and Teyin Mark Liu as members of the Board. The Board has determined that each of Ms. Simons and Dr. Liu are independent directors under the applicable rules of the Nasdaq Stock Market LLC (the “Independence Rules”). Following the appointment of Ms. Simons and Dr. Liu, the Board will have a total ten directors, of which nine are determined to be independent under the Independence Rules. Ms. Simons has been appointed to the Security Committee of the Board and Dr. Liu has been appointed to the Governance and Sustainability Committee and Finance Committee of the Board. Ms. Simons is also expected to be appointed to the Audit Committee of the Board.
Ms. Simons and Dr. Liu will each participate in the Company’s non-employee director compensation program consistent with past practice, including (i) pro rata portion of a cash retainer of $125,000 for their service as a member of the Board and (ii) a grant on the date of their appointment equal to the pro rata portion of the annual grant of restricted stock, valued at $250,000, provided to non-employee directors under the Company’s director compensation plan. Ms. Simons and Dr. Liu will also enter into the Company’s standard form of indemnification agreement.
There is no arrangement or understanding between Ms. Simons or Dr. Liu and any other person pursuant to which they were selected as a director, and there is no family relationship between Ms. Simons or Dr. Liu and any of the Company’s other directors or executive officers. Neither Ms. Simons nor Dr. Liu has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. On March 5, 2025, the Company issued a press release announcing the appointment of Ms. Simons and Dr. Liu as directors. The press release is attached as Exhibit 99.1 to this report.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated March 5, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 5, 2025 | By: | /s/ Michael Ray |
| Name: | Michael Ray | ||
| Title: | Senior Vice President, Chief Legal Officer and Corporate Secretary | ||