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 the ~~Report~~Securities ~~(Date~~Exchange Act of ~~earliest~~1934 ~~event reported): February 13, 2018~~

Date of Report (Date of earliest event reported): March 1, 2018

MICROSEMI CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-8866	95-2110371
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Enterprise, Aliso Viejo, California		92656
(Address of principal executive offices)		(Zip Code)

One Enterprise, Aliso Viejo, California		92656
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code

(949) 380-6100

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:

o☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☒	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging ~~growth~~Growth ~~company o~~Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o ☐

INFORMATION TO BE INCLUDED IN THE REPORT

Item 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement

~~(e) Compensatory~~Merger ~~Arrangements~~Agreement ~~of Certain Officers~~

~~The~~On ~~Board~~March 1, of2018, ~~Directors~~Microsemi Corporation, a Delaware corporation (the ~~"Board"~~“Company”), ofMicrochip ~~Microsemi~~Technology Incorporated, a Delaware corporation (“Parent”) and Maple Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (~~the~~“Merger ~~"Company"~~Subsidiary”), ~~previously~~entered ~~approved~~into an Agreement and Plan of Merger (the “Merger Agreement”), ~~subject~~pursuant to ~~stockholder~~which, ~~approval~~among other things, ~~amendments~~Merger toSubsidiary will be merged with and into the ~~Microsemi~~Company ~~Corporation~~(the “Merger”), ~~2008~~with ~~Performance~~the ~~Incentive~~Company ~~Plan~~surviving the Merger as a wholly owned subsidiary of Parent. At the time the Merger becomes effective (the ~~"2008~~“Effective ~~Plan"~~Time”), ~~that~~each ~~would~~outstanding share of common stock, par value $0.20 per share, of the Company (“Company Stock”) (other than (1) ~~increase~~treasury stock held by the ~~number~~Company ofor shares of Company Stock held by Parent or any subsidiary of the Company’s ~~common~~or ~~stock~~Parent, ~~that~~which ~~may~~will be ~~delivered~~cancelled ~~pursuant~~without toconsideration ~~awards~~and (2) shares ~~granted~~of ~~under~~Company ~~the~~Stock ~~2008~~held ~~Plan~~ by anstockholders, ~~additional~~if 9any,~~630,000~~ ~~shares,~~who ~~and~~properly ~~(2)~~exercise ~~extend~~their appraisal rights under the ~~term~~General Corporation Law of the ~~2008~~State ~~Plan~~of toDelaware) ~~December~~outstanding 7,immediately ~~2027.~~prior ~~According~~ to the ~~results~~Merger ~~from~~will ~~the~~be ~~Company’s~~automatically ~~Annual~~cancelled ~~Meeting~~and converted ofinto ~~Stockholders~~the ~~held~~right onto ~~February~~receive ~~13,~~an ~~2018,~~amount ~~the~~equal ~~Company’s~~to ~~stockholders~~$68.78 ~~have~~in ~~approved~~cash, ~~the~~without ~~amendments~~interest to (the ~~2008~~“Merger ~~Plan~~Consideration”).

~~The~~Pursuant ~~following~~to ~~summary~~the Merger Agreement, as of the ~~2008~~Effective ~~Plan~~Time, the outstanding Company equity awards will be treated as follows: (a) each outstanding option to purchase shares of Company Stock and stock appreciation right (“SAR”) related to Company Stock, whether vested or unvested, will be assumed by Parent and will be subject to the same terms and conditions as applied to the related option or SAR immediately prior to the Effective Time, except that (i) the number of shares of Parent’s common stock subject to each assumed option or assumed SAR will be equal to the product of the number of shares of Company Stock underlying such assumed option or assumed SAR as of immediately prior to the Effective Time multiplied by the ratio of the Merger Consideration to the average closing sales price per share of Parent’s common stock over the period of ten trading days ending on the last trading day before the closing of the Merger (the “equity award exchange ratio”) and (ii) the per share exercise price of each assumed option or assumed SAR will be determined by dividing the per share exercise price of the assumed option or assumed SAR immediately prior to the Effective Time by the equity award exchange ratio; (b) each award of time-based vesting stock units with respect to shares of Company Stock (“RSUs”) that is ~~qualified~~outstanding and vested immediately prior to the Effective Time (including those RSUs that become vested by their terms immediately prior to or as of the Effective Time) will be canceled and converted into the right to receive an amount in ~~its~~cash ~~entirety~~equal to (i) the number of vested RSUs subject to the award multiplied by ~~reference~~(ii) the Merger Consideration; (c) each award of RSUs that is outstanding and unvested at the Effective Time will be assumed by Parent and converted into a number of restricted stock units with respect to Parent’s common stock determined by multiplying the ~~text~~number of unvested RSUs by the ~~2008~~equity ~~Plan,~~award ~~which~~exchange ratio; (d) each award of performance-based vesting stock units with respect to shares of Company Stock (“PSUs”) that is ~~filed~~outstanding ~~herewith~~immediately prior to the Effective Time will vest as ~~Exhibit~~to ~~10.1~~a percentage of the total number of shares of Company Stock subject to such award to be determined prior to the Effective Time by the compensation committee of the Company’s board of directors (the “Board”) (which percentage will not be less than 100% or greater than the maximum possible vesting percentage under the terms of the award) and ~~incorporated~~will ~~herein~~be canceled and converted into the right to receive an amount in cash equal to (i) the number of vested PSUs subject to the award multiplied by ~~reference~~(ii) the Merger Consideration; and (e) each share of Company Stock awarded pursuant to a Company restricted stock award that is outstanding and unvested as of immediately prior to the Effective Time will be cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration, provided that the right of the award holder to receive such cash payment will be subject to the same vesting conditions (including any applicable acceleration provisions provided under the terms of the award) as applied to the share of Company Stock to which such payment of the Merger Consideration relates.

The Board orof ~~one~~Directors orof ~~more~~each ~~committees~~of ~~appointed~~Microchip byand Microsemi have approved the ~~Board~~Merger ~~administers~~and the ~~2008~~Merger ~~Plan~~Agreement. The ~~Board~~closing ~~has~~of ~~delegated general administrative authority for~~ the ~~2008~~Merger ~~Plan~~is subject to the adoption ~~Compensation Committee~~ of the ~~Board.~~Merger ~~The~~Agreement ~~administrator~~by of the ~~2008~~affirmative ~~Plan~~vote ~~has~~of ~~broad authority under~~ the ~~2008~~holders ~~Plan~~of ~~to,~~at ~~among~~least ~~other~~a ~~things,~~majority ~~select~~of ~~participants and determine~~ the ~~type(s)~~outstanding shares of ~~award(s)~~Company ~~that~~Stock ~~they are to receive, and determine~~ (the ~~number~~“Requisite ofStockholder ~~shares~~Approval”). ~~that~~The ~~are~~transaction tois be subject to ~~awards~~customary ~~and the terms and~~ closing conditions ~~of awards~~, including the ~~price~~absence ~~(if~~of ~~any)~~certain tolegal beimpediments, ~~paid for~~ the ~~shares~~expiration or ~~the~~termination ~~award.~~of ~~Persons~~the ~~eligible~~required towaiting ~~receive~~periods ~~awards~~ under the ~~2008~~Hart-Scott-Rodino ~~Plan~~Antitrust ~~include~~Improvements ~~officers~~Act ~~or employees~~ of ~~the Company or any of its subsidiaries~~1976, ~~directors~~as ofamended ~~the Company,~~ and ~~certain consultants and advisors to~~ the ~~Company~~receipt ~~or any~~ of ~~its~~other ~~subsidiaries~~antitrust regulatory approvals.

~~After~~The ~~giving~~Company ~~effect~~has tomade ~~the~~customary ~~2008~~representations ~~Plan~~and ~~amendments,~~warranties ~~the~~in ~~maximum number of shares of~~ the ~~Company’s~~Merger ~~common~~Agreement ~~stock~~and ~~that~~has ~~may~~agreed ~~be issued or transferred pursuant~~ to ~~awards~~certain ~~under~~customary ~~the 2008 Plan would be 51~~covenants,~~422~~ including,~~949~~ ~~shares.~~among ~~Shares~~others, ~~issued~~covenants in(a) to ~~respect~~conduct ofits ~~any~~business ~~"full-value~~in ~~award" granted under~~ the ~~2008~~ordinary ~~Plan~~course ~~will~~during bethe ~~counted~~period ~~against~~between the ~~plan’s~~execution ~~share~~of ~~limit as 2.41 shares for every one share actually issued in connection with~~ the ~~award.~~Merger ~~For~~Agreement ~~example,~~and if the ~~Company~~closing ~~granted 100 shares~~ of ~~its common stock under~~ the ~~2008 Plan~~Merger, ~~241~~(b) not ~~shares~~to ~~would~~take becertain ~~charged~~actions ~~against~~or ~~the~~engage ~~share~~in ~~limit~~specified types ~~with~~of ~~respect~~transactions toduring ~~that award. For~~ this ~~purpose,~~period aunless ~~"full-value~~agreed ~~award"~~to ~~generally~~in ~~means~~writing ~~any~~by ~~award~~Parent, ~~granted~~(c) to ~~under~~convene ~~the~~and ~~plan other than a stock option or stock appreciation right.~~

~~Except~~ hold asa ~~described~~meeting inof ~~this~~its ~~paragraph,~~stockholders ~~shares~~for ~~that~~the ~~are~~purpose ~~subject~~of toobtaining orthe ~~underlie~~Requisite ~~awards~~Stockholder ~~which~~Approval ~~expire~~and or(d) subject ~~for~~to ~~any~~certain ~~reason are cancelled or terminated~~exceptions, ~~are~~not ~~forfeited, fail~~ to ~~vest~~withdraw, orwithhold, ~~for~~modify ~~any other reason are not paid~~ or ~~delivered~~qualify ~~under the 2008 Plan will again be available for subsequent awards under the 2008 Plan. Shares that are exchanged by a participant or withheld by the Company as full or partial payment~~ in ~~connection with any award granted under the 2008 Plan that is~~ a manner ~~full-value~~adverse ~~award,~~to asParent ~~well as any shares exchanged by a participant or withheld by~~ the ~~Company~~recommendation ~~or one~~ of ~~its subsidiaries to satisfy~~ the ~~tax~~board ~~withholding~~of ~~obligations~~directors ~~related~~of ~~to any full-value award granted under~~ the ~~2008~~Company ~~Plan will be available for subsequent awards under the 2008 Plan. Shares~~ that ~~are exchanged by a participant or withheld by~~ the Company’s tostockholders ~~pay~~adopt the ~~exercise~~Merger price of a stock option or stock appreciation right granted under the 2008 Plan, as well as any shares exchanged or withheld to satisfy the tax withholding obligations related to any such award, will not be available for subsequent awards under the 2008 PlanAgreement.

ToThe Merger ~~the~~Agreement ~~extent~~contains ~~that~~certain antermination ~~award~~rights, isincluding ~~settled~~the inright ~~cash~~of orthe aCompany ~~form~~to ~~other~~terminate ~~than shares,~~ the ~~shares~~Merger ~~that~~Agreement ~~would~~under ~~have~~specified ~~been~~circumstances ~~delivered~~to ~~had~~accept ~~there~~an ~~been~~unsolicited nosuperior ~~such~~proposal ~~cash~~from ora ~~other~~third ~~settlement will not be counted against the shares available for issuance under the 2008 Plan~~party. InThe ~~the~~Merger ~~event~~Agreement provides that, ~~shares~~upon ~~are~~termination ~~delivered in respect~~ of ~~a dividend equivalent right,~~ the ~~actual~~Merger ~~number~~Agreement ofby ~~shares delivered with respect to~~ the ~~award~~Company ~~shall~~or beParent ~~counted~~under ~~against~~specified ~~the~~circumstances ~~share~~(including ~~limits~~termination ofby the ~~2008~~Company ~~Plan.~~to Toaccept ~~the~~a ~~extent~~superior ~~that~~proposal), ~~shares~~a ~~are~~termination ~~delivered~~fee ~~pursuant to the exercise~~ of a$290 million ~~stock~~will ~~appreciation~~be ~~right~~payable orby ~~stock option,~~ the ~~number~~Company ~~of underlying shares as~~ to Parent. ~~which~~The ~~the~~Company ~~exercise~~termination ~~related~~fee ~~shall~~is bealso ~~counted~~payable ~~against~~under ~~the~~certain ~~applicable~~other ~~share~~specified ~~limits,~~circumstances asset ~~opposed~~forth toin ~~only counting~~ the ~~shares~~Merger ~~actually issued~~Agreement. The ~~types~~Merger ofAgreement ~~awards~~also ~~that~~contains ~~may~~a beprovision ~~granted~~requiring ~~under~~ the ~~2008~~Company ~~Plan~~to ~~include~~reimburse ~~stock~~Parent ~~options,~~for ~~stock~~up ~~appreciation~~to ~~rights,~~$35 million ~~restricted stock, stock bonuses and other forms~~ of its ~~awards~~expenses ~~granted~~incurred orin ~~denominated~~connection inwith the ~~Company’s~~Merger ~~common~~if ~~stock~~the orRequisite ~~units~~Stockholder ofApproval ~~the~~is ~~Company’s~~not ~~common~~obtained ~~stock,~~at asa ~~well~~meeting ascalled ~~certain~~for ~~cash~~that ~~bonus awards~~purpose.

AsItem is9.01 ~~customary~~Financial inStatements ~~incentive plans of this nature, each share limit~~ and the number and kind of shares available under the 2008 Plan and any outstanding awards, as well as the exercise or purchase prices of awards, and performance targets under certain types of performance-based awards, are subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, stock splits, stock dividends, or other similar events that change the number or kind of shares outstanding, and extraordinary dividends or distributions of property to the stockholdersExhibits.

~~Item 5~~(d) Exhibits.07 ~~Submission of Matters to a Vote of Security Holders~~

The Company held its Annual Meeting of Stockholders on February 13, 2018. On Proposal 1 - Election of Directors, the voting results were as follows:


Exhibit No.		Description

2.1*		Agreement and Plan of Merger, dated as of March 1, 2018, among Microsemi Corporation, Microchip Technology Incorporated, and Maple Acquisition Corporation

	For	Against	Abstain	Broker Non-Votes
James J. Peterson	103,194,233	2,663,038	270,815	4,284,162
Dennis R. Leibel	102,056,480	4,034,386	37,220	4,284,162
Kimberly E. Alexy	98,576,859	7,515,947	35,280	4,284,162
Thomas R. Anderson	102,477,026	3,614,183	36,877	4,284,162
William E. Bendush	101,208,104	4,883,130	36,852	4,284,162
Richard M. Beyer	105,951,239	138,527	38,320	4,284,162
Paul F. Folino	101,206,083	4,884,443	37,560	4,284,162
William L. Healey	102,528,544	3,562,457	37,085	4,284,162
Matthew E. Massengill	102,483,915	3,608,156	36,015	4,284,162

*	All schedules to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

OnAdditional ~~Proposal~~Information 2and -Where ~~Advisory~~to ~~Vote~~Find onIt ~~Executive Compensation, the voting results were as follows:~~

For			Against			Abstain			Broker Non-Votes
86,781,015			18,729,147			617,924			4,284,162

In connection with the proposed acquisition, Microsemi will file a proxy statement and other related documents with the SEC. INVESTORS AND STOCKHOLDERS ARE ADVISED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders may obtain a free copy of these documents (when available) and other documents filed by Microsemi at the SEC’s web site at www.sec.gov and at the Investor section of Microsemi’s website at https://investor.microsemi.com/.

OnParticipants ~~Proposal~~in Solicitation ~~3 - Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation, the voting results were as follows:~~

1 Year			2 Years			3 Years			Abstain			Broker Non-Votes
93,615,135			96,350			11,860,611			555,990			4,284,162

Microchip, Microsemi and their directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Microsemi in connection with the Merger. Information regarding the special interests of these directors and executive officers in the transaction will be included in the proxy statement described above. Additional information regarding the directors and executive officers of Microchip is also included in Microchip’s proxy statement for its 2017 Annual Meeting of Stockholders, which was filed with the SEC on July 13, 2017. Additional information regarding the directors and executive officers of Microsemi is also included in Microsemi’s proxy statement for its 2018 Annual Meeting of Stockholders, which was filed with the SEC on December 20, 2017. These documents are available free of charge at the SEC’s web site at www.sec.gov and as described above.

~~After~~Forward ~~considering~~Looking ~~the~~Statements results of the foregoing Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation, the Company’s Board of Directors has decided that it will include an advisory vote on the compensation paid to the Company’s named executive officers in its proxy materials every year until the next required vote on the frequency of future advisory votes on executive compensation, which will occur no later than the Company’s annual meeting of stockholders in 2024.

OnThis ~~Proposal~~filing 4communication contains forward-looking ~~Approval~~statements that involve risks and uncertainties concerning Microchip’s proposed acquisition of Microsemi. ~~Amendment~~The potential risks and uncertainties include, among others, the possibility that Microsemi may be unable to obtain the ~~2008~~required ~~Performance~~stockholder ~~Incentive~~approval ~~Plan~~or antitrust regulatory approvals or that other conditions to closing the transaction may not be satisfied, such that the ~~voting~~transaction will not close or that the closing may be delayed; the reaction of customers to the transaction; general economic conditions; the transaction may involve unexpected costs, liabilities or delays; risks that the transaction disrupts current plans and operations of the parties to the transaction; the amount of the costs, fees, expenses and charges related to the transaction; the outcome of any legal proceedings related to the transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement. In addition, please refer to the documents that Microsemi files with the SEC on Forms 10-K, 10-Q and 8-K. The filings by Microsemi identify and address other important factors that could cause its financial and operational results ~~were~~to asdiffer ~~follows:~~materially from those contained in the

For			Against			Abstain			Broker Non-Votes
95,260,610			10,776,178			91,298			4,284,162

forward-looking statements set forth in this written communication. All forward-looking statements speak only as of the date of this written communication nor, in the case of any document incorporated by reference, the date of that document. Microsemi is under no duty to update any of the forward-looking statements after the date of this written communication to conform to actual results.

OnSIGNATURES ~~Proposal 5 - Ratification of Independent Registered Public Accounting Firm, the voting results were as follows:~~

For			Against			Abstain			Broker Non-Votes
107,117,922			3,261,958			32,368			Not Applicable

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.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
10.1		Microsemi Corporation 2008 Performance Incentive Plan, as amended

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.

MICROSEMI CORPORATION(Registrant) By: /s/ John W. Hohener John W. HohenerExecutive Vice President,Chief Financial Officer,and Treasurer

Date: February 15, 2018

MICROSEMI CORPORATION

(Registrant)

Date: March 2, 2018

/s/ John W. Hohener

John W. Hohener

Executive Vice President,

Chief Financial Officer, and Treasurer

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