MICRON TECHNOLOGY INC (MU)
Sector: Information Technology
2025 Annual Meeting Analysis
MICRON TECHNOLOGY INC · Meeting: January 15, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eight Directors to the Board of Directors
Dugle has served since 2020 (5 years) and the TSR trigger does not fire — Micron's 3-year price return of 1,520% is strongly positive, and the named peer group underperformance threshold at that return tier (65 percentage points) is not breached; she passes all other policy screens including attendance, board count (3 public seats), and no familial relationships.
Mehrotra has served since 2017 as CEO-director; Micron's 3-year price return of 1,520% is strongly positive and the 65-percentage-point peer underperformance threshold is not breached; he holds one outside public board seat (CDW), within the 2-seat limit for sitting CEOs, and no other policy triggers apply.
Gomo has served since 2018 (7 years); Micron's exceptional 3-year TSR means the peer underperformance trigger does not fire; he holds 2 outside public board seats (Nutanix, Enphase), within the 4-seat limit for non-executive directors, and passes all other policy screens.
Haynesworth has served since 2021 (4 years); the strongly positive 3-year TSR means the peer underperformance trigger does not apply; she holds 3 outside public board seats (Truist, ADP, Eastman Chemical), within the 4-seat limit, and all other policy screens are clear.
Liu joined the board in March 2025, less than 24 months ago, so he is fully exempt from the TSR trigger under the new-director exemption; he holds no other public board seats and passes all other policy screens.
Simons joined the board in March 2025, less than 24 months ago, so she is fully exempt from the TSR trigger; she holds 1 outside public board seat (Autodesk), brings deep audit and accounting expertise as a former Deloitte partner, and passes all other policy screens.
Swan joined the board in 2024 (approximately 1 year ago), which is within the 24-month new-director exemption period, so the TSR trigger does not apply; he holds 2 outside public board seats (Nike, ADP), within the 4-seat limit, and passes all other policy screens.
Wright has served since 2019 (6 years); Micron's strongly positive 3-year TSR means the peer underperformance trigger does not fire; she holds 3 outside public board seats (Group 1 Automotive, Brunswick, Solid Power), within the 4-seat limit, and passes all other policy screens.
All eight director nominees pass the policy screens. Micron's 3-year price return of approximately 1,520% is exceptional, meaning the named-peer-group underperformance threshold (65 percentage points above benchmark) required to trigger a vote against any long-tenured director is not remotely approached. Two directors (Liu and Simons) joined in March 2025 and are fully exempt from the TSR trigger under the 24-month new-director rule. Swan joined in 2024 and is also within the exemption window. No overboarding, attendance, independence, or familial-relationship issues are present for any nominee.
Say on Pay
✓ FORCEO
Sanjay Mehrotra
Total Comp
$30,060,126
Prior Support
84%%
The prior year say-on-pay vote received 84% support, well above the 70% threshold that would require visible remediation before supporting again. CEO total compensation of approximately $30 million is substantial, but Micron delivered record revenue of $37.4 billion and net income of $8.5 billion in fiscal 2025, with the stock returning roughly 1,520% over three years — a clear alignment between executive pay outcomes and shareholder results. The pay program is heavily weighted toward variable, performance-linked compensation (65% performance stock awards and 35% time-based awards for the CEO), uses rigorous multi-year metrics including relative total shareholder return versus the Philadelphia Semiconductor Index and operational goals tied to HBM and data center SSD market share, and the company maintains a meaningful clawback policy compliant with Dodd-Frank requirements.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PwC is a Big 4 firm fully appropriate for a company of Micron's size and complexity. The proxy filing text provided does not include a completed auditor fee table with specific dollar amounts, so the non-audit fee ratio cannot be calculated — the tenure trigger cannot fire without confirmed data and the fee ratio trigger cannot fire without fee data, so the default vote of FOR applies. No material financial restatements are disclosed in the filing.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Shareholder Proposal Requesting the Board Take Steps to Give Owners of 10% of Outstanding Common Stock the Power to Call a Special Shareholder Meeting
The right to call a special meeting is a mainstream governance improvement that allows shareholders to bring urgent matters to a vote between annual meetings without having to wait a full year — it is a widely recognized shareholder rights protection. A 10% ownership threshold is a reasonable and commonly accepted level that prevents abuse by small minority holders while still giving meaningful groups of shareholders a real path to call a meeting. Even though the board opposes this proposal, the ask falls squarely into the governance category where the bar for support is low and the benefit to all shareholders — including ordinary retail investors — is clear and well-established.
Actual Vote Results
Meeting held January 16, 2025
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Robert Swan | 99.5% | 787.7M | 3.7M | ✓ Elected |
| Linnie M. Haynesworth | 99.0% | 783.3M | 8.2M | ✓ Elected |
| Lynn A. Dugle | 98.7% | 781.1M | 10.4M | ✓ Elected |
| Mary Pat McCarthy | 98.4% | 778.6M | 12.8M | ✓ Elected |
| Steven J. Gomo | 98.0% | 775.4M | 16.1M | ✓ Elected |
| MaryAnn Wright | 96.1% | 760.8M | 30.8M | ✓ Elected |
| Sanjay Mehrotra | 93.9% | 743.0M | 48.5M | ✓ Elected |
| Richard M. Beyer | 93.8% | 742.7M | 48.8M | ✓ Elected |
Say on Pay
For 665.9M · Against 124.5M · Abstain 2.2M
Auditor Ratification
For 861.3M · Against 48.7M · Abstain 1.8M
Other Proposals
Proposal 3
Approval of 2025 Equity Incentive Plan
Overall Assessment
Micron's 2026 annual meeting presents a straightforward ballot: all eight director nominees pass policy screens due to the company's exceptional multi-year stock performance, the say-on-pay program is well-structured and earned strong prior-year shareholder support, and the auditor ratification of PwC is routine. The one item where our vote determination diverges from the board is the shareholder proposal on special meeting rights, where we support the 10% threshold proposal as a mainstream governance improvement that gives shareholders a meaningful check between annual meetings.