UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported)
April
15, 2007
 MICROCHIP
TECHNOLOGY INCORPORATED
(Exact
Name Of Registrant As Specified In Its
Charter)
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Delaware
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0-21184
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86-0629024
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(State
Or Other Jurisdiction Of Incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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2355
West Chandler Boulevard, Chandler, Arizona
85224-6199
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(Address
Of Principal Executive Offices)
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(480)
792-7200
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(Registrant’s
Telephone Number, Including Area
Code)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any
of the following provisions:
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¨
Written communications pursuant to Rule 425 under the Securities
Act (17
CFR 230.425)
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¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR
240.14a-12)
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¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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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
Executive
Management Incentive Compensation Plan
In
2006,
the Board of Directors and stockholders of Microchip Technology
Incorporated (the “Company”) approved the Executive Management Incentive
Compensation Plan (the “Executive Plan”). The Executive Plan provides
for the payment of cash bonuses to the Company’s executive officers based upon
the objectives set by the Compensation Committee of the Company’s Board of
Directors after receipt of recommendations from the Company’s CEO. At the end of
each fiscal quarter, the Compensation Committee will determine whether the
objectives were met and determine the amount of payout to each participant.
The
CEO may make recommendations regarding awards to be made, other than those
for
himself. The purpose of the Executive Plan is to motivate the Company’s
executive officers to achieve performance objectives and to reward them when
those objectives are satisfied.
The
performance objectives for each fiscal quarter for fiscal 2008 are based upon
the following areas: quarterly sequential sales growth (overall and in the
Company’s 16-bit and analog product divisions), gross margin percentage,
operating expense percentage, operating profit percentage and earnings per
share. The quarterly payments in fiscal 2008 for the Company’s CEO and the four
other mostly highly paid executive officers participating in the Executive
Plan
are targeted at an aggregate of approximately $305,000 for all such
officers. Because the amount of cash bonuses are dependent upon satisfaction
of
the performance objectives, the exact amount of the payout (if any) to an
executive officer under the program cannot be determined at this time. Actual
bonuses may be higher or lower than the targets depending upon the level of
performance achieved by the Company. The maximum payment that any participant
may receive under the Executive Plan in any Company fiscal year is
$2,500,000.
A
copy of
the Executive Plan was filed as an exhibit to the Company's current
report on Form 8-K dated August 18, 2006
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SIGNATURES
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.
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Dated:
April 19, 2007
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Microchip
Technology Incorporated
(Registrant)
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By: /s/
Gordon W. Parnell
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Gordon
W. Parnell
Vice
President, Chief Financial Officer
(Principal
Accounting and Financial Officer)
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