8-K – 2026-01-21 – tm263707d1_8k.htm

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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

 

January 15, 2026

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 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.

 

Micron Technology, Inc.
(the “Company”) held its Fiscal 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on January 15,
2026. At the Annual Meeting, as further described in Item 5.07 below, Company stockholders approved an amendment to the Company’s
Restated Certificate of Incorporation (the “Company Charter”) to provide for the elimination of certain officers’ personal
liability for monetary damages stemming from breaches of the duty of care as permitted by Section 102(b)(7) of the General Corporation
Law of the State of Delaware (the “Exculpation Amendment”).

 

A Certificate of Amendment
to the Company Charter (the “Certificate of Amendment”) effecting the Exculpation Amendment was filed with the Secretary of
State of the State of Delaware and became effective on January 21, 2026. A copy of the Certificate of Amendment is filed as Exhibit 3.1
to this Current Report on Form 8-K and incorporated by reference in this Item 5.03.

 

Item 5.07. Submission of Matters to a Vote
of Security Holders.

 

At the Annual Meeting held
on January 15, 2026, the following proposals were submitted to a vote of Company stockholders:

 

Proposal 1

 

Each of the following nominees
for Director were elected to serve on the Board of Directors of the Company. Each person elected as a Director will serve until the next
annual meeting of stockholders or until such person’s successor is elected and qualified.

 

   
FOR    
AGAINST    
ABSTAIN    
BROKER
NON-VOTE  

Lynn A. Dugle  
  794,907,057    
  17,407,119    
  772,638    
  103,556,209  

Steven J. Gomo  
  809,867,865    
  2,434,052    
  784,897    
  103,556,209  

Linnie M. Haynesworth  
  808,992,978    
  3,314,129    
  779,707    
  103,556,209  

T. Mark Liu  
  810,273,883    
  2,034,566    
  778,365    
  103,556,209  

Sanjay Mehrotra  
  782,416,311    
  29,933,649    
  736,854    
  103,556,209  

A. Christine Simons  
  811,411,550    
  896,002    
  779,262    
  103,556,209  

Robert H. Swan  
  811,084,381    
  1,222,445    
  779,988    
  103,556,209  

MaryAnn Wright  
  781,196,519    
  31,109,070    
  781,225    
  103,556,209  

 

Proposal 2

 

The proposal by the Company to approve, on
a non-binding basis, the compensation of its named executive officers was approved with 770,405,752 votes for, 39,292,984 votes against,
3,388,078 abstentions, and 103,556,209 broker non-votes.

 

Proposal 3

 

The proposal by the Company to approve an
amendment to the Company's Restated Certificate of Incorporation adding a provision regarding exculpation of officers in accordance with
Delaware law was approved with 728,211,756 votes for, 83,873,941 votes against, 1,001,117 abstentions, and 103,556,209 broker non-votes.

 

 

 

 

Proposal 4

 

The ratification of the appointment of PricewaterhouseCoopers
LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending September 3, 2026 was approved
with 857,646,756 votes for, 58,058,793 votes against, 937,474 abstentions, and no broker non-votes.

 

Proposal 5

 

The proposal by a stockholder of the Company
requesting an amendment to shareholder special meeting rights was not approved with 348,670,930 votes for, 461,839,590 votes against,
2,576,294 abstentions, and 103,556,209 broker non-votes.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.
 
Description

 
 
 

3.1
 
Amendment to Restated Certificate of Incorporation of Micron Technology, Inc., dated January 21, 2026.

 
 
 

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:   January 21, 2026
By:
/s/ Michael Ray  

 
Name:
Michael Ray

 
Title:
Senior Vice President, Chief Legal Officer and Corporate Secretary