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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 5
, 2025
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. |
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.
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 |
Exhibit
99.1
Micron
Appoints Mark Liu and Christie Simons to Board of Directors
BOISE,
Idaho, Mar. 05, 2025 — Micron
Technology, Inc. (Nasdaq: MU) today announced it has appointed two experienced business leaders, Mark Liu and Christie Simons,
to its board of directors.
Liu
spent over 30 years with Taiwan Semiconductor Manufacturing Company (TSMC), where he held increasingly important leadership
positions, including senior vice president (2004-2012), co-chief operations officer (2012-2013), president and co-CEO (2013-2018),
and executive chairman (2018-2024). Under his leadership, TSMC became the world’s largest semiconductor foundry. Currently, he
is the founder and chairman of J&M Copper Beech Ventures, a multi-strategy investment fund. Liu began his career at Intel
Corporation as part of the company’s development of its 32-bit microprocessor technology. He then moved to AT&T Bell
Laboratory where he conducted fundamental high-speed electronics research. Liu's other board commitments include the University of
California, Berkeley Engineering Advisory Board. He holds a bachelor's degree in electrical engineering from National Taiwan
University and master’s and Ph.D. degrees in electrical engineering and computer science from the University of California,
Berkeley.
“Mark
is a visionary leader with deep technical expertise and business acumen. He has decades of experience leading one of the world’s
most advanced and sophisticated semiconductor companies, with fab operations
at the largest scale,” said Micron Chairman, President and CEO Sanjay Mehrotra. “His experience will help guide Micron as
we scale our business to address the growing opportunities unleashed by AI — from the data center to the edge.”
Simons
is a senior Audit & Assurance partner of Deloitte & Touche LLP. She is retiring from the company in May with nearly 30 years
of experience serving technology clients worldwide. She has held several significant leadership roles at Deloitte while leading teams
to address clients’ most challenging problems, including global equity and debt offerings and enterprise-wide digital transformations.
Simons recently led Deloitte’s Global Semiconductor Center of Excellence, integrating the organization's multifaceted capabilities
to serve global semiconductor clients across consulting, advisory, tax, and assurance. She also recently served as the U.S. Technology,
Media, and Telecommunications industry leader for Deloitte's Audit & Assurance practice. Simons holds a bachelor's degree in international
business and finance from the Leeds School of Business at the University of Colorado, Boulder, is a Certified Public Accountant in California,
and is a member of the American Institute of CPAs.
“Christie's
extensive experience in global technology and finance will provide invaluable insights as we continue to optimize Micron’s business
to focus on innovation and growth,” said Mehrotra. “Her specific experience with the semiconductor industry will be a great
asset as our board continues to shape Micron’s strategy to address the opportunities ahead.”
“I
am very pleased to welcome Mark and Christie to the Micron board of directors,” said Lynn Dugle, Micron’s lead independent
director. “Mark’s executive experience with the world’s largest semiconductor foundry and Christie’s work delivering
an array of services to global semiconductor companies bring additional strength to our board. We look forward
to their contributions as we continue to position Micron for long-term success.”
About
Micron Technology, Inc.
We
are an industry leader in innovative memory and storage solutions transforming how the world uses information to enrich life for all.
With a relentless focus on our customers, technology leadership, and manufacturing and operational excellence, Micron delivers a rich
portfolio of high-performance DRAM, NAND and NOR memory and storage products through our Micron® and Crucial® brands. Every day,
the innovations that our people create fuel the data economy, enabling advances in artificial intelligence (AI) and compute-intensive
applications that unleash opportunities — from the data center to the intelligent edge and across the client and mobile user experience.
To learn more about Micron Technology, Inc. (Nasdaq: MU), visit micron.com.
©
2025 Micron Technology, Inc. All rights reserved. Information, products, and/or specifications are subject to change without notice.
Micron, the Micron logo, and all other Micron trademarks are the property of Micron Technology, Inc. All other trademarks are the property
of their respective owners.
Micron
Media Relations Contact
Mark Plungy
Micron Technology, Inc.
+1 (408) 203-2910
mplungy@micron.com
Micron
Investor Relations Contact
Satya Kumar
Micron Technology, Inc.
+1 (408) 450-6199
satyakumar@micron.com
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