---
schema_version: "secwatch.filing_event.v1"
accession: "0000827054-23-000088"
form_type: "8-K"
ticker: "MCHP"
cik: "0000827054"
company_name: "MICROCHIP TECHNOLOGY INC"
filed_at: "2023-06-26T23:59:59+00:00"
generated_at: "2026-06-13T17:25:26.368835+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.15
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Microchip board adopts new independence requirement: at least 3/4 of directors must be independent

## Summary
- On June 23, 2023, Board approved amendment to bylaws adding Section 3.17 requiring at least three-fourths (rounded down) of board members to be independent per Nasdaq rules.
- For a seven-person board, at least five directors must be independent.
- If non-compliance occurs due to vacancies or director status changes beyond control, company has 180 days to regain compliance.

## SEC filing metadata
- accession: 0000827054-23-000088
- form_type: 8-K
- ticker: MCHP
- cik: 0000827054
- company_name: MICROCHIP TECHNOLOGY INC
- filed_at: 2023-06-26T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.15
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/827054/000082705423000088/0000827054-23-000088-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/827054/000082705423000088/mchp-20230623.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000827054-23-000088
- JSON: https://secwatch.observer/filing/0000827054-23-000088.json
- Plain text: https://secwatch.observer/filing/0000827054-23-000088.txt

## Key facts
- Governance Changes
  MICROCHIP TECHNOLOGY INC: Amended and restated bylaws to add Section 3.17 requiring at least three-fourths of board members (rounded down) to be independent, with a 180-day cure period for non-compliance due to vacancies or circumstances beyond control (effective 2023-06-23).
  - Change: bylaw amendment
  - Effective: 2023-06-23
  source text: On June 23, 2023, the Board of Directors (the “Board”) of Microchip Technology Incorporated (the “Company”) approved an amendment and restatement of the Company’s bylaws to add Section 3.17 which provides that at least three-fourths of the members (rounded down) of the Board shall be independent as defined by the Nasdaq Stock Market, Inc. (e.g., for a seven person board, five directors must be independent) and that if the Company fails to comply with such independence requirements due to one or more vacancies on the Board, or if one or more directors cease to be independent due to circumstances beyond their reasonable control, the Company shall within 180 days regain compliance with such requirement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/827054/000082705423000088/0000827054-23-000088-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.