Sector: Information Technology
MICROCHIP TECHNOLOGY INC · Meeting: August 18, 2026
Directors FOR
3
Directors AGAINST
4
Say on Pay
AGAINST
Auditor
FOR
Election of Directors
Against Analysis
Mr. Sanghi has served as a director since 1990 and became permanent CEO in November 2024, giving him full tenure overlap with the 3-year underperformance period; MCHP's stock returned only +8.5% over three years while the company's own disclosed peer group returned a median of +101.1%, a gap of 92.6 percentage points that far exceeds the 35-point threshold for the low-positive TSR tier, and the 5-year record (MCHP +35.7% vs peers +155.2%, a 119.5pp gap) also fails the applicable 65-point threshold so the 5-year mitigant does not rescue the vote; additionally, as a sitting CEO he currently serves on the boards of both Intel and Impinj, which exceeds the policy's two-seat limit for sitting CEOs.
Ms. Barker joined the board in February 2024, which is more than 24 months before the August 2026 annual meeting, so she does not qualify for the new-director exemption; MCHP's stock trailed the company's own peer group by 92.6 percentage points over three years, well above the 35-point trigger threshold for low-positive absolute returns, and the 5-year gap of 119.5 points also exceeds the applicable 65-point threshold, so the 5-year mitigant does not apply.
Mr. Chapman has served on the board since 1997 and has complete overlap with the 3-year underperformance period; MCHP shareholders received only +8.5% over three years while the peer group returned a median of +101.1%, a 92.6-point shortfall that triggers a vote against, and the 5-year comparison (119.5pp gap) also fails the applicable threshold so the longer-term record does not provide a mitigant.
Ms. Rapp has served on the board since January 2021 and her tenure fully overlaps with the 3-year underperformance period; MCHP's stock returned only +8.5% over three years versus a peer-group median of +101.1%, a 92.6-point gap that far exceeds the 35-point trigger, and the 5-year comparison (119.5pp gap vs. the 65-point threshold) also fails, so the 5-year mitigant does not soften the vote.
For Analysis
Mr. Cassidy joined the board in May 2025, which is within the 24-month new-director exemption period, so he is not subject to the TSR underperformance trigger; he brings over 45 years of semiconductor industry experience and holds only one outside public board seat (SanDisk), and all independence and attendance checks pass.
Mr. Little joined the board in June 2026, which is within the 24-month new-director exemption, so he is not subject to the TSR underperformance trigger; he brings deep semiconductor and Microchip-specific operational experience, holds no more than the permitted number of outside board seats, and all independence and attendance checks pass.
Mr. Peng joined the board in February 2025, which is within the 24-month new-director exemption period, so he is not subject to the TSR underperformance trigger; he brings broad semiconductor industry and executive leadership experience, holds two outside public board seats (Rambus, KLA), which is within the policy limit for non-executive directors, and all independence and attendance checks pass.
Of the seven nominees, four directors (Sanghi, Barker, Chapman, Rapp) receive AGAINST votes driven by severe stock price underperformance — MCHP's 3-year return of +8.5% trailed the company's own disclosed peer group median of +101.1% by 92.6 percentage points, far exceeding the 35-point trigger threshold for the low-positive absolute TSR tier, and the 5-year comparison also fails so no mitigant applies; Mr. Sanghi additionally triggers the overboarding rule for sitting CEOs. Three newer directors (Cassidy, Little, Peng) receive FOR votes under the 24-month new-director exemption.
CEO
Steve Sanghi
Total Comp
$21,414,531
Prior Support
45.65%%
Last year only 45.65% of votes cast supported Say on Pay — well below the 70% threshold — which requires the company to demonstrate meaningful structural changes to earn a FOR vote this year; while the company conducted genuine shareholder outreach and increased the performance-based share of the permanent CEO's pay to 60%, the interim CEO award granted in January 2025 (a large portion of the reported $21.4 million total) was entirely time-based with no performance conditions, which under our policy is treated as fixed pay regardless of its equity form; critically, MCHP's stock returned only +8.5% over three years while the company's own peer group returned a median of +101.1%, a 92.6-point gap, meaning above-benchmark incentive pay was not earned by shareholders' experience — the structural improvements for future periods are noted but do not overcome the combination of a below-70% prior vote, a time-based-only interim award, and severe pay-for-performance misalignment in the measurement period.
Auditor
Ernst & Young LLP
Tenure
25 yrs
Audit Fees
$7,062,000
Non-Audit Fees
$655,000
EY has audited Microchip since June 2001, exactly 25 years, which reaches the policy tenure threshold; however, the proxy explicitly discloses that the lead audit partner is rotated every five years with other personnel rotated periodically, which represents a specific and concrete independence-preservation mechanism that satisfies the policy's exception for continued engagement; non-audit fees (tax fees of $570,000 plus audit-related fees of $85,000 = $655,000) represent approximately 9.3% of audit fees of $6,977,000, well below the 50% threshold that would raise independence concerns.
Meeting held August 18, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Mitch Little | 98.8% | 439.3M | 5.1M | ✓ Elected |
| Victor Peng | 95.8% | 426.0M | 18.6M | ✓ Elected |
| Rick Cassidy | 95.0% | 422.6M | 22.2M | ✓ Elected |
| Matthew W. Chapman | 93.6% | 416.1M | 28.3M | ✓ Elected |
| Steve Sanghi | 91.6% | 407.2M | 37.2M | ✓ Elected |
| Karen M. Rapp | 89.1% | 396.5M | 48.7M | ✓ Elected |
| Ellen L. Barker | 86.8% | 386.3M | 58.9M | ✓ Elected |
Say on Pay
For 366.4M · Against 77.3M · Abstain 1.8M
Auditor Ratification
For 448.7M · Against 32.6M · Abstain 373,031
Other Proposals
Proposal 2
Approve amendment and restatement of Plan to increase authorized shares by 12,000,000
The 2026 Microchip Technology annual meeting is dominated by the company's severe stock price underperformance relative to its own disclosed peer group — a 92.6-percentage-point 3-year gap that triggers AGAINST votes for four of the seven director nominees and reinforces an AGAINST recommendation on Say on Pay, which also carries the weight of last year's historically low 45.65% shareholder support and a large interim CEO award that contained no performance conditions; the auditor ratification passes cleanly with low non-audit fees and adequate disclosure of partner rotation practices that justify EY's continued engagement at the 25-year tenure threshold.
16 companies disclosed in 2026 proxy filing
