Micron Technology Inc. filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 25, 2024, Robert Switz, Chair of the Board of Directors (the “Board”) of Micron Technology, Inc. (the “Company”), provided notice to the Governance and Sustainability Committee of the Board that he has decided to retire from the Board and will not seek re-election at the Company’s fiscal 2024 annual shareholders meeting (the “Annual Meeting”). Mr. Switz will continue to serve as a director and as Chair through the end of his term at the Annual Meeting. Mr. Switz’s decision not to stand for re-election was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
On October 30, 2024, the Company announced that the independent members of the Board unanimously elected Sanjay Mehrotra, the Company’s Chief Executive Officer, to succeed Mr. Switz as Chair of the Board, and Lynn Dugle to serve as lead independent director, each effective as of Mr. Switz’s retirement. The full text of the press release issued on October 30, 2024 is attached as Exhibit 99.1 to this report.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
On October 28, 2024, the Board approved an amendment to the Company’s Amended and Restated Bylaws to provide that the number of directors shall be set from time to time by resolution of the Board, effective immediately. This description of the amendment to the Company’s bylaws is qualified in its entirety by reference to the text of the Amended and Restated Bylaws filed as Exhibit 3.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Bylaws as of October 28, 2024. | |
| 99.1 | Press Release, dated October 30, 2024. | |
| 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.
| Date: October 30, 2024 | MICRON TECHNOLOGY, INC. | |
| By: | /s/ Michael Ray | |
| Name: | Michael Ray | |
| Title: | Senior Vice President, Chief Legal Officer and Corporate Secretary | |