Microchip Technology Incorporated (MCHP) Earnings Call Transcript & Summary

Welcome to the 2020 Annual Meeting for Microchip Technology Incorporated. Our host for today's call is Steve Sanghi, CEO and Chairman of the Board. I will now turn the call over to your host. Mr. Sanghi, you may begin, sir.

Thank you. Good morning, and welcome to the 2020 Annual Meeting of Stockholders of Microchip Technology Incorporated. It's 9:00 a.m., I'm Steve Sanghi, CEO and Chairman of the Board of Microchip Technology. It is my pleasure to welcome you to this meeting. We're excited to be hosting our first virtual meeting. We have stockholders attending via the web portal, and the questions can be sent to me via that portal. As it is our custom, we will conduct a business portion of our meeting first and answer questions at the end of the meeting. Though we may not be able to answer every question, we will do our best to provide a response to as many as possible. It is now 9:01 a.m. Mountain Standard Time on August 18, 2020, and this meeting is officially called to order. Now I would like to introduce our President and Chief Operating Officer and our Chief Financial Officer and the members of the Board. Ganesh Moorthy is our Vice President and Chief -- is our President and Chief Operating Officer; and Eric Bjornholt is our Senior Vice President and Chief Financial Officer. Now the introduction to the Board of Directors: Matt Chapman, retired CEO of software assessment company, Northwest Evaluation Association; L.B. Day, President of L.B. Day & Company; Esther Johnson, retired executive of Carrier Electronics; and Wade Meyercord, President of Meyercord & Association -- Associates. Now the introduction to the auditors and inspector of election. Our independent auditors are also attending this virtual meeting. The representatives of the firm Ernst & Young, the company's independent registered public accounting firm, who are present at this meeting are Ron Butler and John Gaylord. I would also like to introduce Rob Suffoletta, a partner with the law firm of Wilson Sonsini Goodrich & Rosati, who serves as the company's outside legal counsel. Pursuant to the company's bylaws, I have been appointed to the Board of Directors -- by the Board of Directors to serve as Chairman of the meeting. Rob Suffoletta will serve as Secretary of the meeting. We mailed our proxy statement and accompanying form of proxy on or about July 14, 2020, to the holders of record of Microchip common stock on June 24, 2020. Affidavits of mailing have been received by the company. 252,449,517 shares of common stock outstanding were outstanding at the close of business on June 24, 2020, and are entitled to vote at this meeting. In accordance with the provisions of Delaware Law, the Board of Directors has appointed Rob Suffoletta to serve as the inspector of election at this meeting, and he subscribed the oath of his office prior to the meeting. Rob has informed me that a quorum is present, and I declare the meeting open for business. After the formal meeting has been adjourned, we will provide time for general questions. Only validated stockholders may ask questions in the designated field on the web portal. [Operator Instructions] Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. The first proposal is to elect 5 directors to serve for the ensuing year and until their successors are elected and qualified. A nominee for director shall be elected if the votes cast for such nominee's election exceed the votes cast against such nominee's election. The second proposal is to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of Microchip for the fiscal year ending March 31, 2021. The affirmative vote of the holders of a majority of the shares of common stock represented at the [ meeting is ] required to adopt the proposal. The third proposal is to hold an advisory nonbinding vote regarding the compensation of our named executives. The affirmative vote of the holders of a majority of the shares of common stock represented at the meeting is required to approve this proposal. [Operator Instructions] I'm watching the web portal for any questions or comments made. It is now 9:06 a.m. Mountain Standard Time on August 18, 2020, and the polls are now open. [Operator Instructions] We will pause for a minute for any voting. [Voting]

Okay. I don't see any more votes coming in. Now that everyone has had the opportunity to vote, I now declare the polls for the 2020 Annual Stockholder Meeting closed. The time and date of closing of the polls is 9:07 a.m. Mountain Standard Time today, August 18, 2020. Will the inspector of election, please, announce the vote?

The preliminary vote report shows that each of the 5 nominees for election to the Board have been duly elected. The ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of Microchip for the fiscal year ending March 31, 2021, has been approved. And the compensation of the named executive officers has been approved by advisory vote. Microchip will be reporting the final results in a Form 8-K to be filed with the SEC within 4 business days. I will now turn the call back over to Mr. Sanghi.

Thank you, Rob. Just remember that after I close the business portion of this meeting, then there will be time for questions and answers, and you will send your questions through the web portal. So there being no further business to come before the meeting, the 2020 Annual Meeting of Stockholders of Microchip Technology Incorporated is now adjourned. Now we would like to open things up for stockholder questions. At this point, from the web portal, I have no questions. So if you have any questions, please enter them through the web portal.

Okay. We do have one question. How does the company think about the challenges of diversity and inclusion generally, and racial diversity at the Board level, particularly? Diversity has been shown to enhance decision-making and provides protection against the potential for group think and insularity. The question is asked by John White, New York State Common Retirement Fund. So our thoughts are right along with yours based on that question. We believe in diversity at all levels of the company, not only at the Board of Directors, but in the management, in the ranks of the employees, at the senior level, middle levels and other levels of management. Microchip Board has 20% women today and 20% minority. And any additional Board members we add in the future, we will look to further enhance the diversity both by -- across many dimensions. The diversity is a very broad topic across having women and minorities and others on the Board and at all levels. Microchip also has a woman as a Senior Vice President. We have several women who are Vice Presidents and Directors in the company, Internal Directors. So we completely believe in the diversity. I'm waiting for any other question. Okay. There are no other questions on the web portal. So we will close this meeting for today. Thank you all for attending.

This now concludes the meeting. Thank you for joining, and have a pleasant day.