...A. 539,674,554 shares of common stock were outstanding at the close of business on June 20, 2025, and are entitled to vote at this meeting. B. In the prior 14 years, our shareholders approved the say-on-pay vote with an average vote of over 92%. C. Upon Mr. Sanghi being appointed as a permanent CEO in July of 2025, the compensation committee approved an RSU award for Mr. Sanghi that was 60% performance based and 40% time based and vested quarterly over the period of May 2028 through August 2029. D. The performance metric is based on Microchip's cumulative non-GAAP operating margin over a period of 12 quarters ending June 30, 2028. E. The other Microchip executives were granted RSU awards in July 2025. F. That is the same performance metric and were 50% performance-based and 50% time based....
