UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No.  )1

Micrel, Incorporated
(Name of Issuer)

Common Stock, no par value per share
(Title of Class of Securities)

59473101
(CUSIP Number)
 
JEFFREY C. SMITH
STARBOARD VALUE LP
777 Third Avenue, 18th Floor
New York, New York 10017
(212) 845-7977
 
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 28, 2014
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
CUSIP NO. 59473101
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
6,782,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
6,782,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,782,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.0%
14
TYPE OF REPORTING PERSON
 
PN

 
2
 
CUSIP NO. 59473101
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
4,028,177
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
4,028,177
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,028,177
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.1%
14
TYPE OF REPORTING PERSON
 
CO

 
3
 
CUSIP NO. 59473101
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE AND OPPORTUNITY S LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
922,904
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
922,904
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
922,904
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.6%
14
TYPE OF REPORTING PERSON
 
OO

 
4
 
CUSIP NO. 59473101
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE AND OPPORTUNITY C LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
504,395
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
504,395
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
504,395
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
5
 
CUSIP NO. 59473101
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE R LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
504,395
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
504,395
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
504,395
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
6
 
CUSIP NO. 59473101
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE R GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
504,395
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
504,395
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
504,395
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

 
7
 
CUSIP NO. 59473101
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
6,782,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
6,782,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,782,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.0%
14
TYPE OF REPORTING PERSON
 
OO

 
8
 
CUSIP NO. 59473101
 
1
NAME OF REPORTING PERSON
 
STARBOARD PRINCIPAL CO LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
6,782,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
6,782,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,782,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.0%
14
TYPE OF REPORTING PERSON
 
PN

 
9
 
CUSIP NO. 59473101
 
1
NAME OF REPORTING PERSON
 
STARBOARD PRINCIPAL CO GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
6,782,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
6,782,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,782,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.0%
14
TYPE OF REPORTING PERSON
 
OO

 
10
 
CUSIP NO. 59473101
 
1
NAME OF REPORTING PERSON
 
JEFFREY C. SMITH
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
 6,782,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
6,782,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,782,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.0%
14
TYPE OF REPORTING PERSON
 
IN

 
11
 
CUSIP NO. 59473101
 
1
NAME OF REPORTING PERSON
 
MARK R. MITCHELL
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
6,782,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
6,782,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,782,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.0%
14
TYPE OF REPORTING PERSON
 
IN

 
12
 
CUSIP NO. 59473101
 
1
NAME OF REPORTING PERSON
 
PETER A. FELD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
       6,782,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
6,782,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,782,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.0%
14
TYPE OF REPORTING PERSON
 
IN

 
13
 
CUSIP NO. 59473101
 
1
NAME OF REPORTING PERSON
 
CATHAL PHELAN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA, IRELAND
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
25,000
8
SHARED VOTING POWER
 
      - 0 -
9
SOLE DISPOSITIVE POWER
 
25,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
25,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN

 
14
 
CUSIP NO. 59473101
 
1
NAME OF REPORTING PERSON
 
BRETT FOX
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
4,743
8
SHARED VOTING POWER
 
       - 0 -
9
SOLE DISPOSITIVE POWER
 
4,743
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,743
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN

 
15
 
CUSIP NO. 59473101
 
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.
Security and Issuer.
 
This statement relates to the common stock, no par value per share (the “Shares”), of Micrel, Incorporated, a California corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 2180 Fortune Drive, San Jose, CA 95131.
 
Item 2.
Identity and Background.
 
(a)           This statement is filed by:
 
 
(i)
Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), with respect to the Shares directly and beneficially owned by it;
 
 
(ii)
Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S LLC”), with respect to the Shares directly and beneficially owned by it;
 
 
(iii)
Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”), with respect to the Shares directly and beneficially owned by it;
 
 
(iv)
Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP;
 
 
(v)
Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R LP;
 
 
(vi)
Starboard Value LP (“Starboard Value LP”), as the investment manager of Starboard V&O Fund, Starboard C LP and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard S LLC;
 
 
(vii)
Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP;
 
 
(viii)
Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;
 
 
(ix)
Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co;
 
 
(x)
Jeffrey C. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP;
 
 
16
 
CUSIP NO. 59473101
 
 
(xi)
Mark R. Mitchell, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP;
 
 
(xii)
Peter A. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP; and
 
 
(xiii)
Cathal Phelan and Brett Fox, who are serving as advisors to Starboard Value LP in connection with its investment in the Issuer, as further described in Item 6 below.
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
(b)           The address of the principal office of each of Starboard S LLC, Starboard C LP, Starboard R LP, Starboard R GP, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP, and Messrs. Smith, Mitchell and Feld is 777 Third Avenue, 18th Floor, New York, New York 10017.  The address of the principal office of Starboard V&O Fund is 89 Nexus Way, Camana Bay, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands.  The officers and directors of Starboard V&O Fund and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2. The principal business address of each of Messrs. Phelan and Fox is c/o Starboard Value LP, 777 Third Avenue, 18th Floor, New York, New York 10017.
 
(c)           The principal business of Starboard V&O Fund is serving as a private investment fund.  Starboard V&O Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value.  Starboard S LLC and Starboard C LP have been formed for the purpose of investing in securities and engaging in all related activities and transactions.  Starboard Value LP provides investment advisory and management services and acts as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP Account and the manager of Starboard S LLC.  The principal business of Starboard Value GP is providing a full range of investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP.  The principal business of Principal Co is providing investment advisory and management services.  Principal Co is a member of Starboard Value GP.  Principal GP serves as the general partner of Principal Co. Starboard R LP serves as the general partner of Starboard C LP. Starboard R GP serves as the general partner of Starboard R LP.  Messrs. Smith, Mitchell and Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP.  The principal occupation of each of Messrs. Phelan and Fox is serving as a consultant.
 
(d)           No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
 
17
 
CUSIP NO. 59473101
 
(f)           Messrs. Smith, Mitchell, Feld, Phelan and Fox are citizens of the United States of America.  Mr. Phelan is also a citizen of Ireland.  The citizenship of the persons listed on Schedule A is set forth therein.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
The Shares purchased by each of Starboard V&O Fund, Starboard S LLC and Starboard C LP and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases.  The aggregate purchase price of the 4,028,177 Shares beneficially owned by Starboard V&O Fund is approximately $42,757,212, excluding brokerage commissions.  The aggregate purchase price of the 922,904 Shares beneficially owned by Starboard S LLC is approximately $9,796,368, excluding brokerage commissions. The aggregate purchase price of the 504,395 Shares beneficially owned by Starboard C LP is approximately $5,354,301, excluding brokerage commissions. The aggregate purchase price of the 1,326,524 Shares held in the Starboard Value LP Account is approximately $14,081,077, excluding brokerage commissions.
 
The 25,000 Shares owned directly by Mr. Phelan were purchased in the open market with personal funds.  The aggregate purchase price of the 25,000 Shares owned directly by Mr. Phelan is approximately $265,105, excluding brokerage commissions.
 
The 4,743 Shares owned directly by Mr. Fox were purchased in the open market with personal funds.  The aggregate purchase price of the 4,743 Shares owned directly by Mr. Fox is approximately $49,991, excluding brokerage commissions.
 
Item 4.
Purpose of Transaction.
 
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
 
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
 
 
18
 
CUSIP NO. 59473101
 
Item 5.
Interest in Securities of the Issuer.
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 56,533,444 Shares outstanding as of June 30, 2014, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 28, 2014.
 
A.
Starboard V&O Fund
 
 
(a)
As of the close of business on August 7, 2014, Starboard V&O Fund beneficially owned 4,028,177 Shares.
 
Percentage: Approximately 7.1%
 
 
(b)
1. Sole power to vote or direct vote: 4,028,177
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 4,028,177
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
B.
Starboard S LLC
 
 
(a)
As of the close of business on August 7, 2014, Starboard S LLC beneficially owned 922,904 Shares.
 
Percentage: Approximately 1.6%
 
 
(b)
1. Sole power to vote or direct vote: 922,904
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 922,904
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
The transactions in the Shares by Starboard S LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
C.
Starboard C LP
 
 
(a)
As of the close of business on August 7, 2014, Starboard C LP beneficially owned 504,395 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 504,395
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 504,395
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
 
19
 
CUSIP NO. 59473101
 
D.
Starboard R LP
 
 
(a)
Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 504,395 shares owned by Starboard C LP.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 504,395
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 504,395
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
Starboard R LP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
E.
Starboard R GP
 
 
(a)
Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 504,395 shares owned by Starboard C LP.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 504,395
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 504,395
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
Starboard R GP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
F.
Starboard Value LP
 
 
(a)
As of the close of business on August 7, 2014, 1,326,524 Shares were held in the Starboard Value LP Account.  Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 4,028,177 Shares owned by Starboard V&O Fund, (ii) 922,904 Shares owned by Starboard S LLC, (iii) 504,395 Shares owned by Starboard C LP and (iv) 1,326,524 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 12.0%
 
 
(b)
1. Sole power to vote or direct vote: 6,782,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 6,782,000
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC and Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
 
20
 
CUSIP NO. 59473101
 
G.
Starboard Value GP
 
 
(a)
Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 4,028,177 Shares owned by Starboard V&O Fund, (ii) 922,904 Shares owned by Starboard S LLC, (iii) 504,395 Shares owned by Starboard C LP and (iv) 1,326,524 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 12.0%
 
 
(b)
1. Sole power to vote or direct vote: 6,782,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 6,782,000
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
Starboard Value GP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
H.
Principal Co
 
 
(a)
Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 4,028,177 Shares owned by Starboard V&O Fund, (ii) 922,904 Shares owned by Starboard S LLC, (iii) 504,395 Shares owned by Starboard C LP and (iv) 1,326,524 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 12.0%
 
 
(b)
1. Sole power to vote or direct vote: 6,782,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 6,782,000
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
Principal Co has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
I.
Principal GP
 
 
(a)
Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 4,028,177 Shares owned by Starboard V&O Fund, (ii) 922,904 Shares owned by Starboard S LLC, (iii) 504,395 Shares owned by Starboard C LP and (iv) 1,326,524 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 12.0%
 
 
21
 
CUSIP NO. 59473101
 
 
(b)
1. Sole power to vote or direct vote: 6,782,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 6,782,000
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
Principal GP has not entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
J.
Messrs. Smith, Mitchell and Feld
 
 
(a)
Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 4,028,177 Shares owned by Starboard V&O Fund, (ii) 922,904 Shares owned by Starboard S LLC, (iii) 504,395 Shares owned by Starboard C LP and (iv) 1,326,524 Shares held in the Starboard Value LP Account.
 
Percentage: Approximately 12.0%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 6,782,000
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 6,782,000
 
 
(c)
None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
K.
Mr. Phelan
 
 
(a)
As of the close of business on August 7, 2014, Mr. Phelan directly owned 25,000 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 25,000
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 25,000
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
The transactions in the Shares by Mr. Phelan during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
L.
Mr. Fox
 
 
(a)
As of the close of business on August 7, 2014, Mr. Fox directly owned 4,743 Shares.
 
Percentage: Less than 1%
 
 
22
 
CUSIP NO. 59473101
 
 
(b)
1. Sole power to vote or direct vote: 4,743
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 4,743
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
The transactions in the Shares by Mr. Fox during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
 
 
(d)
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
 
 
(e)
Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
After discussions with each of Messrs. Phelan and Fox and in view of each of Messrs. Phelan and Fox’s unique skill set, industry experience and industry knowledge, Starboard Value LP determined to retain each of Messrs. Phelan and Fox as an advisor in connection with its investment in the Issuer.  On July 31, 2014, Starboard Value LP entered into advisor agreements (the “Advisor Agreements”) with each of Messrs. Phelan and Fox (the “Advisors”). Pursuant to the Advisor Agreements and in consideration for the performance of certain consulting and advisory services by the Advisors, Starboard Value LP agreed to pay each of the Advisors an upfront fee equal to $50,000 in cash.  Each of the Advisors agreed to use the after-tax proceeds from such compensation, or an equivalent amount of other funds, to acquire securities of the Issuer, no later than ten (10) business days after receipt of such compensation, except in certain limited circumstances.
 
On August 7, 2014, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.  The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 7.
Material to be Filed as Exhibits.
 
 
99.1
Joint Filing Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value R LP, Starboard Value R GP LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith, Mark R. Mitchell, Peter A. Feld, Cathal Phelan, and Brett Fox, dated August 7, 2014.
 
 
99.2
Powers of Attorney.
 
 
23
 
CUSIP NO. 59473101
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  August 7, 2014
 
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP,
       its investment manager
 
STARBOARD VALUE AND OPPORTUNITY S LLC
By: Starboard Value LP,
       its manager
 
STARBOARD VALUE AND OPPORTUNITY C LP
By: Starboard Value R LP
       its general partner
 
STARBOARD VALUE R LP
By: Starboard Value R GP LLC,
       its general partner
 
STARBOARD VALUE LP
By: Starboard Value GP LLC,
       its general partner
  
STARBOARD VALUE GP LLC
By: Starboard Principal Co LP,
       its member
 
STARBOARD PRINCIPAL CO LP
By: Starboard Principal Co GP LLC,
       its general partner
 
STARBOARD PRINCIPAL CO GP LLC
 
STARBOARD VALUE R GP LLC

 
 
By:
/s/ Jeffrey C. Smith
 
Name:
Jeffrey C. Smith
 
Title:
Authorized Signatory

 
 
/s/ Jeffrey C. Smith
JEFFREY C. SMITH
Individually and as attorney-in-fact for Mark R. Mitchell, Peter A. Feld, Cathal Phelan and Brett Fox
 
 
24
 
CUSIP NO. 59473101
 
SCHEDULE A
 
Directors and Officers of Starboard Value and Opportunity Master Fund Ltd
 
Name and Position
Principal Occupation
Principal Business Address
Citizenship
       
Patrick Agemian
Director
Director of Global Funds
Management, Ltd.
PO Box 10034, Harbour Place
2nd Floor
103 South Church Street
Grand Cayman
Cayman Islands, KY1-1001
Canada
       
Mark R. Mitchell
Director*
      
       
Don Seymour
Director
Managing Director of dms Management Ltd.
dms Management Ltd.
dms House, 20 Genesis Close
P.O. Box 31910
Grand Cayman
Cayman Islands, KY1-1208
Cayman Islands

____________________ 
* Mr. Mitchell is a Reporting Person and, as such, the information with respect to Mr. Mitchell called for by Item 2 of Schedule 13D is set forth therein.
 
 
 
 
CUSIP NO. 59473101
 
SCHEDULE B
 
Transactions in the Shares During the Past Sixty Days
 
Shares of Common Stock
Purchased / (Sold)
Price Per
Share($)
Date of
Purchase / Sale
 
STARBOARD VALUE AND OPPORTUNITY FUND LTD
 
        59,400
  
11.0760
06/10/2014
        59,400
  
11.1267
06/11/2014
        29,700
  
11.1491
06/12/2014
        26,730
  
11.2416
06/13/2014
          2,970
  
11.3200
06/16/2014
        14,850
  
11.4049
06/17/2014
        14,850
  
11.4000
06/18/2014
          5,940
  
11.3733
06/19/2014
        14,850
  
11.4000
06/19/2014
          8,910
  
11.3378
06/20/2014
        14,850
  
11.3002
06/25/2014
        14,850
  
11.1939
06/26/2014
        44,250
  
11.4557
07/02/2014
        14,750
  
11.6440
07/03/2014
          5,605
  
11.6584
07/03/2014
        23,895
  
11.5245
07/07/2014
        20,650
  
11.4191
07/08/2014
        38,350
  
11.4198
07/09/2014
        40,474
  
11.3000
07/10/2014
        77,526
  
11.4203
07/11/2014
        14,750
  
11.3827
07/14/2014
        17,700
  
11.2287
07/15/2014
        11,800
  
11.2246
07/16/2014
        11,800
  
11.0424
07/17/2014
          5,900
  
10.9684
07/23/2014
          4,720
  
10.1206
07/25/2014
      118,000
  
10.4156
07/28/2014
      610,650
  
10.4373
07/28/2014
      342,200
  
10.3381
07/28/2014
        66,996
  
10.6192
07/29/2014
        32,124
  
10.6344
07/29/2014
      177,000
  
10.5933
07/29/2014
        35,872
  
10.7206
07/30/2014
        29,500
  
10.7500
07/30/2014
      146,438
  
10.5844
07/31/2014
        81,135
  
10.4148
08/01/2014
 716,392   10.6519 08/07/2014
 
STARBOARD VALUE AND OPPORTUNITY S LLC

        13,600
  
11.0760
06/10/2014
        13,600
  
11.1267
06/11/2014
          6,800
  
11.1491
06/12/2014
          6,120
  
11.2416
06/13/2014
            680
  
11.3200
06/16/2014
          3,400
  
11.4049
06/17/2014
          3,400
  
11.4000
06/18/2014
          1,360
  
11.3733
06/19/2014
          3,400
  
11.4000
06/19/2014
          2,040
  
11.3378
06/20/2014
          3,400
  
11.3002
06/25/2014
          3,400
  
11.1939
06/26/2014
        10,275
  
11.4557
07/02/2014
          3,425
  
11.6440
07/03/2014
 
 
 
CUSIP NO. 59473101
 
          1,302
  
11.6584
07/03/2014
          5,549
  
11.5245
07/07/2014
          4,795
  
11.4191
07/08/2014
          8,905
  
11.4198
07/09/2014
          9,398
  
11.3000
07/10/2014
        18,002
  
11.4203
07/11/2014
          3,425
  
11.3827
07/14/2014
          4,110
  
11.2287
07/15/2014
          2,740
  
11.2246
07/16/2014
          2,740
  
11.0424
07/17/2014
          1,370
  
10.9684
07/23/2014
          1,096
  
10.1206
07/25/2014
        27,400
  
10.4156
07/28/2014
      141,795
  
10.4373
07/28/2014
        79,460
  
10.3381
07/28/2014
        15,557
  
10.6192
07/29/2014
         7,459
  
10.6344
07/29/2014
        41,100
  
10.5933
07/29/2014
         8,330
  
10.7206
07/30/2014
         6,850
  
10.7500
07/30/2014
        34,003
  
10.5844
07/31/2014
        18,090
  
10.4148
08/01/2014
 159,728   10.6519 08/07/2014
 
STARBOARD VALUE AND OPPORTUNITY C LP

          7,500
  
11.0760
06/10/2014
          7,500
  
11.1267
06/11/2014
          3,750
  
11.1491
06/12/2014
          3,375
  
11.2416
06/13/2014
            375
  
11.3200
06/16/2014
          1,875
  
11.4049
06/17/2014
 
 
 
 
CUSIP NO. 59473101
 
          1,875
  
11.4000
06/18/2014
            750
  
11.3733
06/19/2014
          1,875
  
11.4000
06/19/2014
          1,125
  
11.3378
06/20/2014
          1,875
  
11.3002
06/25/2014
          1,875
  
11.1939
06/26/2014
          5,625
  
11.4557
07/02/2014
          1,875
  
11.6440
07/03/2014
            712
  
11.6584
07/03/2014
          3,037
  
11.5245
07/07/2014
          2,625
  
11.4191
07/08/2014
          4,875
  
11.4198
07/09/2014
          5,145
  
11.3000
07/10/2014
          9,855
  
11.4203
07/11/2014
          1,875
  
11.3827
07/14/2014
          2,250
  
11.2287
07/15/2014
          1,500
  
11.2246
07/16/2014
          1,500
  
11.0424
07/17/2014
            750
  
10.9684
07/23/2014
            600
  
10.1206
07/25/2014
        15,000
  
10.4156
07/28/2014
        77,625
  
10.4373
07/28/2014
        43,500
  
10.3381
07/28/2014
         8,516
  
10.6192
07/29/2014
         4,084
  
10.6344
07/29/2014
        22,500
  
10.5933
07/29/2014
         4,560
  
10.7206
07/30/2014
         3,750
  
10.7500
07/30/2014
        18,615
  
10.5844
07/31/2014
         9,855
  
10.4148
08/01/2014
 87,016   10.6519 08/07/2014
 
STARBOARD VALUE LP
(Through the Starboard Value LP Account)

        19,500
  
11.0760
06/10/2014
        19,500
  
11.1267
06/11/2014
          9,750
  
11.1491
06/12/2014
          8,775
  
11.2416
06/13/2014
            975
  
11.3200
06/16/2014
          4,875
  
11.4049
06/17/2014
          4,875
  
11.4000
06/18/2014
          1,950
  
11.3733
06/19/2014
          4,875
  
11.4000
06/19/2014
          2,925
  
11.3378
06/20/2014
          4,875
  
11.3002
06/25/2014
          4,875
  
11.1939
06/26/2014
        14,850
  
11.4557
07/02/2014
 
 
 
 
CUSIP NO. 59473101
 
          4,950
  
11.6440
07/03/2014
          1,881
  
11.6584
07/03/2014
          8,019
  
11.5245
07/07/2014
          6,930
  
11.4191
07/08/2014
        12,870
  
11.4198
07/09/2014
        13,583
  
11.3000
07/10/2014
        26,017
  
11.4203
07/11/2014
          4,950
  
11.3827
07/14/2014
          5,940
  
11.2287
07/15/2014
          3,960
  
11.2246
07/16/2014
          3,960
  
11.0424
07/17/2014
          1,980
  
10.9684
07/23/2014
          1,584
  
10.1206
07/25/2014
        39,600
  
10.4156
07/28/2014
      204,930
  
10.4373
07/28/2014
      114,840
  
10.3381
07/28/2014
        22,483
  
10.6192
07/29/2014
        10,781
  
10.6344
07/29/2014
        59,400
  
10.5933
07/29/2014
        12,038
  
10.7206
07/30/2014
         9,900
  
10.7500
07/30/2014
        49,144
  
10.5844
07/31/2014
        25,920
  
10.4148
08/01/2014
 228,864   10.6519 08/07/2014

CATHAL PHELAN

      25,000
  
10.6042
07/31/2014

BRETT FOX

      4,743
  
10.5400
07/31/2014
ex991to13d06297138_07282014.htm
Exhibit 99.1
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, no par value per share, of Micrel, Incorporated. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
 
Dated:  August 7, 2014
 
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP,
       its investment manager
 
STARBOARD VALUE AND OPPORTUNITY S LLC
By: Starboard Value LP,
       its manager
 
STARBOARD VALUE AND OPPORTUNITY C LP
By: Starboard Value R LP
       its general partner
 
STARBOARD VALUE R LP
By: Starboard Value R GP LLC,
       its general partner
 
STARBOARD VALUE LP
By: Starboard Value GP LLC,
       its general partner
  
STARBOARD VALUE GP LLC
By: Starboard Principal Co LP,
       its member
 
STARBOARD PRINCIPAL CO LP
By: Starboard Principal Co GP LLC,
       its general partner
 
STARBOARD PRINCIPAL CO GP LLC
 
STARBOARD VALUE R GP LLC

 
 
By:
/s/ Jeffrey C. Smith
 
Name:
Jeffrey C. Smith
 
Title:
Authorized Signatory
 
 
 
/s/ Jeffrey C. Smith
JEFFREY C. SMITH
Individually and as attorney-in-fact for Mark R. Mitchell, Peter A. Feld, Cathal Phelan and Brett Fox
ex992to13d06297138_07282014.htm
Exhibit 99.2
POWER OF ATTORNEY
 
The undersigned hereby appoints Jeffrey C. Smith, Mark R. Mitchell, Peter A. Feld and Kenneth R. Marlin, or any of them, his true and lawful attorney-in fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, any settlement agreement, any amendments to any of the foregoing and any related documentation which may be required to be filed in his individual capacity as a result of the undersigned’s beneficial ownership of, or participation in a group with respect to, securities directly or indirectly beneficially owned by Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP and Starboard Principal Co GP LLC or any of their respective affiliates, and granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of Jeffrey C. Smith, Mark R. Mitchell, Peter A. Feld and Kenneth R. Marlin, or any of them, under this Power of Attorney shall continue with respect to the undersigned until revoked in writing.
 
 
Date: September 15, 2011
 
/s/ Jeffrey C. Smith
Jeffrey C. Smith
 
 
/s/ Mark R. Mitchell
Mark R. Mitchell
 
 
/s/ Peter A. Feld
Peter A. Feld
 
 
 
 
 
 
 
 
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints Jeffrey C. Smith and Peter A. Feld, or either of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Micrel, Incorporated (the “Company”) directly or indirectly beneficially owned by Starboard Value LP or any of its affiliates (collectively, the “Starboard Group”).  Such action shall include, but not be limited to:
 
1.           executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Starboard Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company;
 
2.           executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company;
 
3.           executing for and on behalf of the undersigned all Joint Filing Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Starboard Group;
 
4.           performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
5.           taking any other action of any type whatsoever in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
 
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Starboard Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of July 2014.
 

 
/s/ Cathal Phelan
 
CATHAL PHELAN
 
 
 
 
 
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints Jeffrey C. Smith and Peter A. Feld, or either of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Micrel, Incorporated (the “Company”) directly or indirectly beneficially owned by Starboard Value LP or any of its affiliates (collectively, the “Starboard Group”).  Such action shall include, but not be limited to:
 
1.           executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Starboard Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company;
 
2.           executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company;
 
3.           executing for and on behalf of the undersigned all Joint Filing Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Starboard Group;
 
4.           performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
5.           taking any other action of any type whatsoever in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
 
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Starboard Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of July 2014.
 

 
/s/ Brett Fox
 
BRETT FOX