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MCHP > SEC Filings for MCHP > Form 8-K on 2-Oct-2013All Recent SEC Filings




Change in Directors or Principal Officers, Amendments to Articles of Inc

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 1, 2013, the Board of Directors (the "Board") of Microchip Technology Incorporated ("Microchip") appointed Esther Johnson to serve as a director to fill the vacancy created when the Board increased the number of authorized directors from five to six (as described in Item 5.03 below). Ms. Johnson has not been appointed to any committees of the Board at this time. There are no arrangements or understandings related to Ms. Johnson pursuant to which she was selected as a director, she has no family relationship with any of Microchip's directors or executive officers and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Johnson will receive the standard compensation and equity awards available to other non-employee directors of the Company as described in the Company's definitive proxy statement dated July 11, 2013.

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

On October 1, 2013, the Board approved an amendment to Section 3.2 of the Microchip Bylaws to increase the authorized number of directors from five to six.

The foregoing description is qualified in its entirety by reference to the certificate of amendment of bylaws attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

Microchip issued a press release announcing the appointment of Ms. Johnson to the Board and such press release is attached hereto as Exhibit 99.1. The information in the press release shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
3.1 Certificate of Amendment of Bylaws
99.1 Press Release, dated October 1, 2013

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