MSCC Microsemi Corp. (delisted)

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 22, 2018, Microsemi Corporation, a Delaware corporation (the “Company”), held a special meeting of the Company’s stockholders in Aliso Viejo, California (the “Special Meeting”). As of April 10, 2018, the Company’s record date for the Special Meeting, there were a total of 117,956,110 shares of common stock, par value $0.20 per share, (the “Microsemi common stock”) outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 90,642,887 shares of Microsemi common stock were present or represented by proxy and, therefore, a quorum was present. The Company’s stockholders voted on three proposals, each of which was approved by the requisite vote of the Company’s stockholders. The final voting results for the proposals are set forth below.

Proposal 1 : A proposal (the “Merger Proposal”) to adopt the Agreement and Plan of Merger, dated as of March 1, 2018, as it may be amended from time to time (the “Merger Agreement”), by and among the Company, Microchip Technology Incorporated, a Delaware corporation (“Microchip”), and Maple Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Microchip (“Merger Subsidiary”), which provides for the merger of Merger Subsidiary with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Microchip (the “Merger”).

Proposal 2 : A proposal to approve, by non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the Merger.

Proposal 3 : A proposal to approve the adjournment of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting or any adjournment or postponement thereof to approve the Merger Proposal or in the absence of a quorum.