Current Report Filing (8-k)
August 08 2017 - 5:18PM
Edgar (US Regulatory)
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
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Date of Report (Date of Earliest Event Reported):
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August 5, 2017
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IXYS Corporation
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(Exact name of registrant as specified in its charter)
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Delaware
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000-26124
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77-0140882
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_____________________
(State or other jurisdiction
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_____________
(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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1590 Buckeye Drive, Milpitas, California
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95035
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
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408-457-9000
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Not Applicable
______________________________________________
Former name or former address, if changed since last report
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] 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))
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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 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. [ ]
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On August 5, 2017, the Compensation Committee (Committee) of the Board of Directors of IXYS
Corporation (IXYS) made certain determinations regarding the cash performance program for
Dr. Nathan Zommer, the Chairman of the Board and Chief Executive Officer of IXYS, and Mr. Uzi
Sasson, the President, Chief Executive Officer and Chief Financial Officer of IXYS, for the fiscal
year ending March 31, 2018 (Fiscal 2018).
The Committee approved potential awards at each of three performance levels, threshold, target and
maximum, as follows:
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Name
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Threshold
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Target
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Maximum
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Nathan Zommer
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$
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225,000
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$
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450,000
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$
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675,000
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Uzi Sasson
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$
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225,000
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$
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450,000
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$
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675,000
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A single set of objectives was approved for both executives. The Fiscal 2018 objectives are as
follows:
1. Net revenues;
2. Gross margin;
3. Adjusted EBITDA; and
4. Discretionary.
The Committee defined Adjusted EBITDA to mean earnings before interest, taxes, depreciation,
amortization and stock compensation expense.
Weights are accorded each objective. The weight accorded each of the first three objectives is 30%.
The weight accorded the fourth objective, discretionary, is 10%.
Each of the first three objectives will be evaluated quantitatively, using a numerical value
determined by the Committee for each of the performance levels of threshold, target and maximum.
The discretionary objective will be evaluated through a qualitative assessment.
With respect to the three quantitative objectives, the Committee intends that outcomes between
threshold and target be interpolated linearly between the amount of threshold award and the amount
of the target award applicable to that objective and that outcomes between target and maximum be
interpolated linearly between the amount of the target award and the amount of the maximum award
applicable to that objective. For any objective, such applicable amounts shall be determined by the
multiplication of the award for a performance level by the weight for the objective.
On August 5, 2017, the Committee increased the annual salary rate of Mr. Sasson to $450,000 per
year, effective immediately.
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.
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IXYS Corporation
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August 8, 2017
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By:
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/s/ Uzi Sasson
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Name: Uzi Sasson
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Title: President and Chief Executive Officer
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