Item 8.01 Other Events.
On March 27, 2009, the Board of Directors (the "Board") of Micrel, Incorporated
(the "Company") voted unanimously to amend the Company's Corporate Governance
Guidelines (as amended, the "Guidelines") to add a director resignation policy
in uncontested elections. The Guidelines now provide that, in an uncontested
election, any director who is nominated for election to the Board at a
shareholder meeting who receives more votes "withheld" from than votes "for" his
or her election, but who is nevertheless elected under the plurality vote
standard of the California General Corporation Law, must promptly tender his or
her resignation to the Board after the certification of the shareholder vote at
such meeting. The Board's Nominating and Corporate Governance Committee (the
"Governance Committee") would then consider the director's resignation and
recommend to the Board whether to accept or reject the tendered resignation. The
Board would then act on the Governance Committee's recommendation within 90 days
following certification of the shareholder vote and publicly disclose its
decision-making process and its decision regarding whether to accept the
directors resignation offer (and the reasons for not accepting the resignation
offer if applicable). The Board may amend the Guidelines in its discretion at
any time. A copy of the Guidelines, as amended, will be made available shortly
on the Company's website at http://www.micrel.com. No portion of this website is
incorporated by reference into this Current Report.