Good morning. I'm Sanjay Mehrotra, Chairman, President, and Chief Executive Officer of Micron, and I would like to welcome you to our Fiscal 2025 Annual Meeting. We apologize for the delay in the start of this meeting due to technical difficulties.
This is Michael Ray, Micron's Chief Legal Officer. I'd like to point out to those joining the call that you may still vote and ask questions through our portal. Any votes submitted through the portal have been and will continue to be recorded. The only portion of the meeting affected by the technical difficulties is the audio, so we have provided an alternative way for shareholders to join the meeting. I'll now hand the meeting back to Sanjay.
Thank you, Michael. Thank you for joining us today. Prior to calling the meeting to order, I would like to introduce the other directors present at the meeting today. Richard Beyer, Lynn Dugle, Steven Gomo, Linnie Haynesworth, Mark Liu, Mary Pat McCarthy, Christine Simons, Robert Swan, and Mary Ann Wright. Before we proceed, I would like to take a moment to recognize Rich Beyer and Mary Pat McCarthy, who will be retiring from service on the Micron board, effective at the conclusion of today's annual meeting. Rich and Mary Pat have provided invaluable guidance and leadership throughout their tenure, helping to shape Micron's growth and success. Rich and Mary Pat, thank you for the contributions to our board, and we wish you the best in your future endeavors. Jason Kelley from our independent public accounting firm, PricewaterhouseCoopers, is on the line as well.
The company has appointed Tony Cardillo of Broadridge Financial Services to act as Inspector of Election. Tony is with us today and has taken the oath of Inspector of Election. The proxy materials for this meeting included a letter to shareholders. The letter recaps our achievements in fiscal 2025 and outlines our major strategic objectives for fiscal 2026. As a result, we will not be providing a business update. Only questions related to voting procedures or meeting agenda items to be voted on and that are submitted prior to or during the meeting will be addressed during this meeting as appropriate. Other relevant questions, such as those related to our business, will be addressed by our investor relations team after the meeting and posted on the investor relations section of our website at micron.com.
It is now 10:34 A.M., Mountain Standard Time on January 15, and this meeting is officially called to order. Our board of directors fixed November 17, 2025 , as the record date for determining shareholders entitled to vote at this meeting. I have received an affidavit stating that commencing on November 25, 2025 , a Notice of Internet Availability or proxy materials, as applicable, were mailed to all shareholders of record as of the record date. The Inspector of Elections has reported to me that we are present in person or by proxy, not less than a majority of the voting power of shares issued and outstanding on the record date and entitled to vote at this meeting, which constitutes a quorum. I therefore declare this meeting duly convened.
It is now 10:35 A.M., Mountain Standard Time on January 15, and the polls are now open. If any shareholder has any questions regarding any of the items, please submit your questions. The proxy statement describes the items to be voted on today. The first item of business is the election of directors. Lynn Dugle, Steven Gomo, Linnie Haynesworth, Mark Liu, Sanjay Mehrotra, Christine Simons, Robert Swan, and Mary Ann Wright have been nominated to serve until the next annual meeting or until their successors are duly elected and qualified. Each of the eight director nominees is currently serving on our board, and our board of directors recommends a vote for each of these director nominees. The second item of business is to approve, on a non-binding basis, the compensation of our named executive officers. Our board of directors recommends a vote for this proposal.
The third item of business is to approve an amendment to Micron's Restated Certificate of Incorporation, adding a provision regarding exculpation of officers in accordance with Delaware law. Our board of directors recommends a vote for this proposal. The fourth item of business is to ratify the appointment of PricewaterhouseCoopers as the independent registered public accounting firm of the company for the fiscal year ending September 3rd, 2026 . Our board of directors recommends a vote for this proposal. The fifth item of business is to vote on the shareholder proposal included in the proxy statement. Proposal five has been submitted by a shareholder of Micron, Mr. John Chevedden. I will now recognize Mr. Chevedden, who will have up to three minutes to introduce the proposal. Operator, would you please unmute Mr. Chevedden's line? Mr. Chevedden, you may begin.
Hello, this is John Chevedden. The online portal is not working, so it's a question whether this is a valid meeting. The Proposal Five, Special Shareholder Meeting Improvement. Shareholders ask the board of directors to take the steps necessary to amend the governing documents to give the owners of a combined 10% of outstanding common stock the power to call a special shareholder meeting.... A more reasonable shareholder right to call for a special shareholder meeting, as called for in this proposal, can help make shareholder engagement more meaningful. A shareholder right to call for a special shareholder meeting will help ensure that Micron Technology board of directors and management engages with shareholders in good faith, because shareholders will have a viable Plan B of calling for a special shareholder meeting.
To guard against the Micron Technology board of directors becoming complacent, the shareholders need a more reasonable ability to call a special shareholder meeting to help the board adopt new strategies when the need arises. There's no concern that allowing 10% of shares to call for a special shareholder meeting is too easy. It's almost unheard of for any special shareholder meeting called for by shareholders to ever occur at any company, even though a significant number of companies allow 10% of shareholders to call for a special shareholder meeting. Micron claims that it needs to be more difficult than 10% of shares to call for a special shareholder meeting. Making it more difficult than 10% can put this right out of reach for shareholders.
Companies have opposed the 10% figure. Companies that have opposed the 10% figure have never cited one example of a special shareholder meeting called for by shareholders of any company ever occurring at a company that had a higher than 10% threshold for this important right. The reason to have this right is that this right in place, companies are more likely to engage productively with their shareholders, because shareholders have an alternate ability to call for a special shareholder meeting. With the widespread use of online shareholder meetings, it's much easier for a company to conduct a special shareholder meeting for important business matters. Please vote yes, Special Shareholder Meeting Improvement, Proposal Five.
Thank you, Mr. Chevedden. Operator, would you please mute Mr. Chevedden's line? The board recommends a vote against the proposal for the reasons stated in the company's proxy statement. Now, we will address any questions submitted through the virtual meeting portal. Our Senior Vice President, Chief Legal Officer, and Corporate Secretary, Michael Ray, is on the line to address questions.
Thank you, Sanjay. No questions germane to the meeting proposals have been submitted, so we can continue.
Thank you, Michael. The first question we received... Oh, sorry. We have not received any questions, so I will continue here. Thank you. We will leave the polls open for another minute or so to complete your voting. Any shareholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Shareholders who have sent in proxies or voted via telephone or internet and do not want to change their vote, do not need to take any further action. Now that everyone has had the opportunity to vote, it is now 10:41 A.M., Mountain Standard Time, and I now declare the polls for the fiscal 2025 annual shareholders meeting closed.
We have been informed by the Inspector of Election that the preliminary vote report shows that each of the nominees for election to the board has been duly elected. The compensation of the named executive officers has been approved. The amendment to Micron's Restated Certificate of Incorporation has been approved. The appointment of PricewaterhouseCoopers as the independent registered public accounting firm of the company for fiscal 2026 has been ratified, and the shareholder proposal was not approved. We will be reporting the final vote results in a Form 8-K to be filed within four business days. There being no other formal business to be presented, I now declare the meeting adjourned. Thank you for attending Micron's fiscal 2025 annual meeting of shareholders.
The meeting has now concluded. Thank you for joining. You may now disconnect.