MICRON TECHNOLOGY INC 8-K

What Happened Micron Technology, Inc. announced that at its Fiscal 2025 Annual Meeting on January 15, 2026, stockholders approved an amendment to the company’s Restated Certificate of Incorporation to add an exculpation provision under Delaware law (Section 102(b)(7)). The Certificate of Amendment implementing the change was filed with the Delaware Secretary of State and became effective on January 21, 2026. A copy of the Certificate of Amendment is included as Exhibit 3.1 to the company’s Form 8-K.

Key Details

• Stockholder approval occurred at the Annual Meeting on January 15, 2026.
• The Certificate of Amendment was filed and became effective on January 21, 2026.
• The amendment adds Delaware Section 102(b)(7) exculpation: it eliminates certain officers’ personal liability for monetary damages for breaches of the duty of care, to the extent permitted by law.
• The action was reported under Items 5.03 and 5.07 of Form 8‑K; Exhibit 3.1 was filed and incorporated by reference.

Why It Matters This charter amendment changes corporate governance by reducing the risk that officers could face personal monetary damages for breaches of the duty of care (as allowed under Delaware law). For investors, the change may affect governance risk assessments—aligning Micron with many public companies that include similar exculpation provisions—while not altering the company’s own liability or other protections (such as limits for bad faith, intentional misconduct or other exclusions specified by law).