MICROCHIP TECHNOLOGY INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Election of Directors: Matthew W. Chapman

MICROCHIP TECHNOLOGY INC.’s own tally for this item (“Elect Director: Matthew W. Chapman”): 443,737,818 for, 25,846,709 against, per its Form 8-K filed August 23, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “At our annual meeting of stockholders held on August 22, 2023, our stockholders elected each of the following individuals to serve on the Board until the next annual meeting of stockholders, or until his or her successor is duly elected and qualified.”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 193 asset managers below reported 267,381,717 for, 2,639,959 against, 5,762 withheld, 27,412 abstained.

Showing the 25 largest of 193 asset managers. See all 193 in the interactive database.

Description as filed by funds: Election of Directors: Karlton D. Johnson

MICROCHIP TECHNOLOGY INC.’s own tally for this item (“Elect Director: Karlton D. Johnson”): 464,582,548 for, 4,882,380 against, per its Form 8-K filed August 23, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “At our annual meeting of stockholders held on August 22, 2023, our stockholders elected each of the following individuals to serve on the Board until the next annual meeting of stockholders, or until his or her successor is duly elected and qualified.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 193 asset managers below reported 269,883,474 for, 138,202 against, 5,762 withheld, 27,412 abstained.

Showing the 25 largest of 193 asset managers. See all 193 in the interactive database.

Description as filed by funds: Election of Directors: Wade F. Meyercord

MICROCHIP TECHNOLOGY INC.’s own tally for this item (“Elect Director: Wade F. Meyercord”): 416,951,600 for, 52,673,954 against, per its Form 8-K filed August 23, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “At our annual meeting of stockholders held on August 22, 2023, our stockholders elected each of the following individuals to serve on the Board until the next annual meeting of stockholders, or until his or her successor is duly elected and qualified.”
Support: 89% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 193 asset managers below reported 261,390,841 for, 8,630,835 against, 5,762 withheld, 27,412 abstained.

Showing the 25 largest of 193 asset managers. See all 193 in the interactive database.

Description as filed by funds: Election of Directors: Ganesh Moorthy

MICROCHIP TECHNOLOGY INC.’s own tally for this item (“Elect Director: Ganesh Moorthy”): 463,340,301 for, 6,312,241 against, per its Form 8-K filed August 23, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “At our annual meeting of stockholders held on August 22, 2023, our stockholders elected each of the following individuals to serve on the Board until the next annual meeting of stockholders, or until his or her successor is duly elected and qualified.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 193 asset managers below reported 269,737,003 for, 284,673 against, 5,762 withheld, 27,412 abstained.

Showing the 25 largest of 193 asset managers. See all 193 in the interactive database.

Description as filed by funds: Election of Directors: Robert A. Rango

MICROCHIP TECHNOLOGY INC.’s own tally for this item (“Elect Director: Robert A. Rango”): 467,516,669 for, 1,925,267 against, per its Form 8-K filed August 23, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “At our annual meeting of stockholders held on August 22, 2023, our stockholders elected each of the following individuals to serve on the Board until the next annual meeting of stockholders, or until his or her successor is duly elected and qualified.”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 193 asset managers below reported 269,881,976 for, 139,700 against, 5,762 withheld, 27,412 abstained.

Showing the 25 largest of 193 asset managers. See all 193 in the interactive database.

Description as filed by funds: Election of Directors: Karen M. Rapp

MICROCHIP TECHNOLOGY INC.’s own tally for this item (“Elect Director: Karen M. Rapp”): 392,249,863 for, 77,397,667 against, per its Form 8-K filed August 23, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “At our annual meeting of stockholders held on August 22, 2023, our stockholders elected each of the following individuals to serve on the Board until the next annual meeting of stockholders, or until his or her successor is duly elected and qualified.”
Support: 84% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 193 asset managers below reported 250,508,386 for, 19,513,290 against, 5,762 withheld, 27,412 abstained.

Showing the 25 largest of 193 asset managers. See all 193 in the interactive database.

Description as filed by funds: Election of Directors: Steve Sanghi

MICROCHIP TECHNOLOGY INC.’s own tally for this item (“Elect Director: Steve Sanghi”): 438,153,522 for, 31,457,616 against, per its Form 8-K filed August 23, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “At our annual meeting of stockholders held on August 22, 2023, our stockholders elected each of the following individuals to serve on the Board until the next annual meeting of stockholders, or until his or her successor is duly elected and qualified.”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 193 asset managers below reported 267,306,127 for, 2,715,549 against, 5,762 withheld, 27,412 abstained.

Showing the 25 largest of 193 asset managers. See all 193 in the interactive database.

Description as filed by funds: Proposal to approve an amendment and restatement of our 1994 International Employee Stock Purchase Plan to extend the term of the Plan by ten years to November 30, 2034.

MICROCHIP TECHNOLOGY INC.’s own tally for this item (“3. Proposal to approve an amendment and restatement of our 1994 IESPP to extend the term of the 1994 IESPP by ten years to November 30, 2034 - Approved”): 434,919,791 for, 34,707,535 against — passed, per its Form 8-K filed August 23, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 3: Proposal to approve an amendment and restatement of our 1994 IESPP to extend the term of the 1994 IESPP by ten years to November 30, 2034 - Approved .”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 195 asset managers below reported 259,095,825 for, 10,813,671 against, 5,762 abstained.

Showing the 25 largest of 195 asset managers. See all 195 in the interactive database.

Description as filed by funds: Proposal to approve an amendment and restatement of our 2001 Employee Stock Purchase Plan to extend the term of the Plan by ten years to August 31, 2034.

The 193 asset managers below reported 259,071,056 for, 10,814,028 against, 5,762 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 193 asset managers. See all 193 in the interactive database.

Description as filed by funds: PROPOSAL TO APPROVE, ON AN ADVISORY (NON- BINDING) BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVES.

MICROCHIP TECHNOLOGY INC.’s own tally for this item (“5. Proposal to approve, on an advisory (non-binding) basis, the compensation of our named executives - Approved”): 428,673,086 for, 34,579,590 against — passed, per its Form 8-K filed August 23, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 5: Proposal to approve, on an advisory (non-binding) basis, the compensation of our named executives - Approved .”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of MICROCHIP TECHNOLOGY INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Advisory Vote to Ratify Named Executive Officers' Compensation” (29 managers, Fund and manager reports combined; may count the same shares twice; no share total shown); “COMPENSATION” (3 managers, 64,838 for, 75,458 against).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 185 managers: 265,956,094 for, 3,302,892 against, 33,174 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 749 managers: 233,291,329 for, 24,942,853 against, 3,836 withheld, 86,070 abstained, 34,426 not voted, 628,200 1 year, 48,107 mixed, 724 unknown. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: PROPOSAL TO APPROVE, ON AN ADVISORY (NON- BINDING) BASIS, THE FREQUENCY PERIOD OF THE ADVISORY EXECUTIVE COMPENSATION VOTE TO BE HELD EVERY ONE, TWO, OR THREE YEARS.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 183 managers: 109,992 for, 33,174 abstained, 267,262,793 1 year, 1,823,118 3 year, 9,010 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 713 managers: 2,279,524 for, 23,623 against, 3,836 withheld, 1,869 abstained, 34,426 not voted, 254,448,965 1 year, 672,994 3 year, 37,700 unknown, 3,652 2 year. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: Proposal to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of Microchip for the fiscal year ending March 31, 2024.

MICROCHIP TECHNOLOGY INC.’s own tally for this item (“4. Proposal to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of Microchip for the fiscal year ending March 31, 2024 - Approved”): 480,873,580 for, 23,127,544 against — passed, per its Form 8-K filed August 23, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 4: Proposal to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of Microchip for the fiscal year ending March 31, 2024 - Approved .”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 194 asset managers below reported 267,936,396 for, 2,084,185 against, 33,828 abstained.

Showing the 25 largest of 194 asset managers. See all 194 in the interactive database.

Description as filed by funds: Stockholder proposal requesting that our Board of Directors commission an independent third-party report, at reasonable expense and excluding proprietary information, on our due diligence process to determine whether our customers' use of our products contribute or are linked to violations of international law.

MICROCHIP TECHNOLOGY INC.’s own tally for this item (“7. Stockholder proposal requesting that our Board commission an independent third-party report, at reasonable expense and excluding proprietary information, on our due diligence process to determine whether our customers”): 77,087,828 for, 383,722,350 against — failed, per its Form 8-K filed August 23, 2023 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “Proposal 7: Stockholder proposal requesting that our Board commission an independent third-party report, at reasonable expense and excluding proprietary information, on our due diligence process to determine whether our customers' use of our products contribute or are linked to violations of intern…”
Support: 17% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of MICROCHIP TECHNOLOGY INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Report on Due Diligence Efforts to Trace End-User Misuse of Company Products” (8 managers, 66,633 for, 20,106,658 against).

The 189 asset managers below reported 35,508,905 for, 213,912,882 against, 459,772 abstained.

Showing the 25 largest of 189 asset managers. See all 189 in the interactive database.