UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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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. |
(d) Election of New Director – Robert Swan
On March 11, 2024, the Board of Directors (the “Board”) of Micron Technology, Inc. (the “Company”) appointed Robert Swan as a member of the Board. Mr. Swan has also been appointed to the Audit Committee of the Board and the Finance Committee of the Board. Mr. Swan will participate in the Company’s non-employee director compensation program consistent with past practice, including a grant on the date of his appointment equal to the pro rata portion of the annual grant of restricted stock provided to non-employee directors under the Company’s director compensation plan. Mr. Swan will also enter into the Company’s standard form of indemnification agreement. The full text of the press release issued on March 11, 2024, in connection with Mr. Swan’s appointment to the Board is attached as Exhibit 99.1 to this report.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year |
On March 11, 2024, the Board amended and restated the Company’s bylaws (the “Amended and Restated Bylaws”) to increase the size of the Board from eight to nine. 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 March 11, 2024 | |
| 99.1 | Press Release dated March 11, 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.
| MICRON TECHNOLOGY, INC. | |||
| Date: | March 11, 2024 | By: | /s/ Michael Ray |
| Name: | Michael Ray | ||
| Title: | Senior Vice President, Chief Legal Officer and Corporate Secretary | ||