Thank you for standing by and welcome to the Microchip Technology Fiscal 2025 Annual Shareholders Meeting. I'd now like to introduce your host for today's program, Steve Sanghi. Please go ahead, sir.
Thank you. Good morning, everyone. At 9:00 A.M., I got plenty of quick fire members meeting for the first quarter of the Microchip Technology Incorporated for the Finish Control. I'm Steve Sanghi, Chairman of the Board, CEO, and the President of Microchip Technology. I would also like to introduce additional members of the REM. First, I will introduce the other members of the Board of Directors. When I call your names, please stand up and be recognized. Alan Barker, the High Senior Vice President and Chief Information Officer of the Consultation Line. Rick D'Arcidi, the High Senior Vice President of Corporate Strategy Office at TSMC. Matt Chapman, the High Senior of Northwest Evaluation Association. Richard Lane, the Highest Service of the Advanced Micro Devices . And Shannan Brown, the Highest CFO of National Instruments.
Next, I'll introduce the Finance Rep, Chief Operating Officer Eric Bjornholt, Senior Corporate Vice President and Chief Financial Officer. Matthew Bunker, Senior Corporate Vice President of Operations. Lauren Carr, Senior Corporate Vice President of Global Human Resources. Mike Finley, Senior Corporate Vice President of Operations. Patrick Johnson, Senior Corporate Vice President, STG Climate Improvement Agreement. And John Carter, Senior Corporate Vice President of Worldwide Climate Agreement. A partner at the firm of Ernst & Young, the company is independently registered public accounting firm developed with his name, Young Nero. Thank you. I would also like to introduce Ralph Saplata, who is a partner with the law firm of Whitfield & Dottry, who serves as the VP of Outside Legal Counsel. Pursuant to the subject laws, I've been appointed by the Board of Directors to serve as Chair of the team. Ralph Saplata will serve as Secretary of the meeting.
Noting for this meeting, stating that I say the first decision was made on or about July 7, 2025, for six weekdays, to each stockholder of record at the close of the year on June 20, 2025. Epidemics of lending have been achieved by the company, and are available for inspection at this meeting. 539,674,554 shares of common stock were obtained at the close of business on June 20, 2025, and are invited to vote at this meeting. Now, with respect to the voting of your shares, if you have already made any of the proxies and you do not want to change your vote, then you do not need to do it this way. If you did not have any of the proxies, or if you wish to change your proxy, you please submit it.
If you hold a proxy to vote the shares of another stockholder, you submit those proxies to us. Anybody who wants to change their votes or vote against proxies for another shareholder, if not, that indicates anyone here who did not submit a proxy and wishes to vote the shares for the first time has made their vote so that Mathew can issue it. We invite any other stockholder who wants a proxy. We would like to acknowledge when we open the floor for voting on this meeting. In accordance with the provisions of the relevant law, the Board of Directors has appointed Ralph Sapplata to serve as the Inspector of Election at this meeting, and he is the presiding owner of the office presidency.
A quorum is present when you say the meeting will open the floor. If there are any questions that relate directly to the holders, I would like to receive that question at the time that we complete the deeper quorum. Otherwise, we have reserved time after we complete the business matters of this meeting for a question and answer period. Please hold all questions not related to the proposal until the question and answer period. The first proposal is the election of the company's directors to serve for the next two years when we can get the best person elected and qualified. A nominee for directors will be elected if the board has put such a nominee selection that sees the board staff against such a nominee selection. Nominations for directors will now be issued. I recognize Eric Bjornholt.
For most accounting groups, only those are jurisdictionally challenged and very challenged to sit and tell them what to be saying.
Since no other nominations were received, the nominations are now closed. The second proposal is to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year. The affirmative vote of the majority of the shares present at the meeting is required to adopt the proposal. Is there any discussion of this proposal? If not, a motion calling for a vote of this proposal will now be received. I recognize this unanswered.
My name is Rich Simon. I move to the above the following resolution, resolved to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of Microchip for the fiscal year ending March 31, 2026.
No problem. I second the motion. The third proposal is to hold an advisory non-binding board conducting the competition of a new executive. The accompanying board of the board members of the majority of the board. How many seats here? I didn't ask you to seat a lot of it. The third proposal is to hold an advisory non-binding board regarding the competition of a new executive. The accompanying board of the board members of the majority of the board staff approving the deed or reading the deed as the meeting is required to approve this proposal. Is there any discussion on this proposal? If not, then a motion calling for a vote on this proposal will now be received. I recognize Joseph Krawczyk.
My name is Joseph Krawczyk. I move to the adoption of the following resolution. We move on an advisory non-binding basis without.
The floor is now open for voting on the proposal before the meeting. The time and date of the opening of the floor is 9:07 A.M. today, August 19, 2025. Mathew, please collect the ballots of those stockholders to which you want to invest. If you have a ballot, please raise your hand so that we can collect them. Anybody wants to vote? If there's a vote. The floor is now closed. The time, the date of closing of the floor is 9:08 A.M. on August 19, 2025. Moving to the first of the election phase announced above.
With regards to proposal one, the election of the Microchip board of directors, I declare that all the nominees are duly elected as directors of the company who serve the ensuing year in the affiliation setting are elected to the ballpark. With regards to proposal two, to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of Microchip for the fiscal year ending March 31, 2026, I hereby declare proposal accepted. With regards to proposal three, advisory non-binding votes regarding the compensation of Microchip's named executives, I hereby declare the compensation of the named executive officers has not been approved by non-binding advisory votes.
At this time, I recognize Karen Rapp.
Excuse me. Everyone, my name is Karen Rapp. I'm a member of the Microchip Technology Board of Directors and Chair of the Compensation Committee. As the inspector of Microchip Technology just reported, the shareholders did not approve the advisory non-binding proposal regarding the compensation of Microchip Technology's executive officers. In the prior 14 years, our shareholders approved the say-on-pay vote with an average vote of over 92%. We're disappointed that the proposal was not approved this year. As some of us were non-binding and advisory, it will not impact the compensation of Microchip Technology's executive officers. However, the Compensation Committee and the Board will consider the outcome of the vote in evaluating executive compensation in the future. This year, we received feedback from proxy advisory firms and certain shareholders that they do not support time-based RSU grants to interim CEOs.
This is the key reason that they voted against such say-on-pay votes. They felt that the RSU awards granted to Steve Sanghi after he was appointed as interim CEO should have been at least partially performance-based instead of time-based. This one-time award was quarterly over the two-year period from February 2026 through February 2028 and was approved by the Compensation Committee after considering other mechanisms. The Board and the Compensation Committee felt that Mr. Sanghi was in a unique position to provide leadership transition and to minimize disruption to the company's operations and strategic initiatives. Upon Mr. Sanghi being appointed to permanent CEO in July 2025, the Compensation Committee approved an RSU award for Mr. Sanghi that was 60% performance-based and 40% time-based. That's been quarterly over the period of May 2028 through August 2029.
The performance metric is based on Microchip Technology's cumulative non-GAAP operating margin over a period of 12 quarters ending June 30, 2028. There's no overlap in the vesting of the interim award grant and the award associated with the appointment as permanent CEO. The other Microchip Technology executives were granted RSU awards in July 2025 that used the same performance metrics and were 50% performance-based and 50% time-based. Thank you for your continued support of Microchip Technology.
Let's continue with the women's portion of the meeting. The corner is John, the meeting is in the administrative setting. If not, I'd like to look at it and make a motion to adjourn. I see Matthew Bunker. I move that the meeting be adjourned. Eric Bjornholt.
I'd like to motion.
All in favor say aye. Opposed say no. The meeting is adjourned. Please stay seated. At this time, we will run a question and answer period. If you have a question, please raise your hand. When you are recognized, please state your name, your relationship to the company, and then your question. Your relationship to the company includes any stockholder or your employee or whatever relationship you have. Please ask the question. Next up, I'd like to...
It's Sue Wong. I was a tech developer. This meeting is classed for 11 articles about education i n the coming year?
Sure. For the last several quarters, maybe four years a year, I think it's costed some significantly during the prolonged USD collection. I think it's easier to have free cash flow in the base. Therefore, during that time, we have to borrow money each quarter for a shortfall. The cash flow will be produced and the dividend will be made. There are speculations in my industry that Microchip Technology will set its dividend like some devil companies have done similar times. I think it's very committed that we will not set the dividend. Instead, we've built up the balance sheet by raising $1.45 million of the administrative transaction, which is an equity license for the February of this year. With that, we brought our debt leverage down.
We also said based on our recruiting and the business we are experiencing during the last quarter and for the later quarter, the September quarter would be the last quarter where we need to borrow a small amount of the activity. After September quarter, our profits will be over enough to be able to pay the entire dividend. We can have to take cash flow that will grow with. We'll see if we can use them to pay that debt better. That one question was very good.
Thank you very much. Meeting is adjourned.
Thank you, ladies and gentlemen, for your participation in today's conference. This does conclude the program. You may now disconnect. Good day.