Exhibit



Exhibit 4.4





DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Microchip Technology Incorporated (“Microchip”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, par value $0.001 per share.  


DESCRIPTION OF COMMON STOCK


The following summary sets forth some of the general terms and conditions of the common stock.  Because this is a summary description, it does not contain all of the information that may be important to you.  The information is not complete and is subject to, and qualified in its entirety by, the provisions of Microchip’s Certificate of Incorporation, bylaws and the provisions of applicable law.  For a more detailed description of the common stock, you should read our amended and restated certificate of incorporation and amended and restated bylaws, each of which is an exhibit to our Annual Report on Form 10-K of which this description is an exhibit.


General


Under Microchip’s certificate of incorporation, as amended (the “Certificate of Incorporation”), Microchip is authorized to issue up to 450 million shares of common stock and up to 5 million shares of preferred stock, par value $0.001 per share.   Each outstanding share of common stock is, and all shares of common stock currently outstanding are, fully paid and nonassessable.  No shares of preferred stock are currently outstanding.  Our board of directors has the authority to repeal, alter or amend the bylaws or adopt new bylaws, subject to certain limitations set forth in the bylaws.


Dividend Rights
 
Subject to preferences that may be applicable to any preferred stock outstanding at the time, the holders of outstanding shares of common stock are entitled to receive dividends out of assets legally available therefor at such times and in such amounts as our board of directors from time to time may determine. 


Voting Rights


Holders of common stock are also entitled to one vote for each share held on all matters submitted to a vote of stockholders.  Neither our Certificate of Incorporation nor our bylaws provide for cumulative voting in the election of directors.


Board of Directors


Our board of directors is not classified.  Our bylaws establish that the number of directors shall be five. This number may be changed by a duly adopted amendment to the Certificate of Incorporation or by an amendment to the bylaws adopted by resolution of the board of directors or by the stockholders.


No Preemptive, Redemption or Conversion Rights


The common stock is not entitled to preemptive rights and is not subject to conversion or redemption. 


Liquidation, Dissolution or Similar Rights


Upon liquidation, dissolution or winding-up of Microchip, the assets legally available for distribution to stockholders would be distributed ratably among the holders of the common stock and any participating preferred stock outstanding at that time after payment of liquidation preferences, if any, on any outstanding preferred stock and payment of other claims of creditors. 


Delaware anti-takeover law and charter and bylaw provisions
 
Provisions of Delaware law and our charter documents could make the acquisition of us and the removal of incumbent officers and directors more difficult.
Delaware takeover statute
 
We are governed by Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in any business 






Exhibit 4.4





combination with any interested stockholder for a period of three years after the date that the stockholder became an interested stockholder, unless:
 
		
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	before that date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;


		
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	 upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the number of shares outstanding those shares owned by persons who are directors and also officers of which can be issued under employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or


		
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	 on or after that date, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.




In general, Section 203 of the DGCL defines an interested stockholder as any entity or person who, with affiliates and associates owns, or within the three year period immediately prior to the business combination, beneficially owned 15% or more of the outstanding voting stock of the corporation. Section 203 of the DGCL defines business combination to include:


		
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	any merger or consolidation involving the corporation and the interested stockholder;


		
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	 any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;


		
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	subject to specified exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;


		
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	any transaction involving the corporation that increases the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or


		
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	 the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.




Advance notice provisions
 
Our bylaws establish advance notice procedures for stockholder proposals and nominations of candidates for election as directors other than nominations made by or at the direction of the board of directors or a committee of the board of directors.


Proxy access nominations


Under our bylaws, a stockholder (or a group of up to 20 stockholders) who has held at least 3% of our outstanding stock continuously for at least three years, may nominate and have us include in our proxy materials (i) one director nominee if the number of directors to be elected at an annual meeting is seven or less, and (ii) if the number of directors to be elected at an annual meeting is greater than seven, director nominees constituting up to the greater of 20% of the board of directors or two directors, provided in each case that the requirements set forth in our bylaws are satisfied.


Special meeting requirements
 
Our Certificate of Incorporation and bylaws provide that special meetings of stockholders may only be called by our board of directors or the chairman of the board or by one or more stockholders owning in the aggregate not less than fifty percent (50%) of the entire capital stock of the corporation issued and outstanding and entitled to vote.


Action by stockholder consent
 
Microchip’s bylaws provide that our stockholders may take action by written consent without a meeting.


Transfer agent and registrar
 
The transfer agent and registrar for our common stock is EQ Shareowner Services, 1110 Centre Pointe Curve, Suite 101, Mendota Heights MN 55120-4100.