Current Report Filing (8-k)
May 10 2019 - 4:03PM
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
Date of Report (Date of earliest event reported) May 6, 2019
SYNAPTICS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE
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000-49602
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77-0118518
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1251 McKay Drive
San Jose, California
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95131
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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) (408)
904-1100
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 (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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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 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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value
$.001 per share
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SYNA
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The NASDAQ Global Select Market
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Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
On May 6, 2019, the Executive Committee of the Board of Directors of Synaptics Incorporated (Synaptics) instituted a retention
program applicable to Synaptics named executive officers and certain other senior executives.
The retention program
provides that Alex Wong, Synaptics Senior Vice President, Operations, and Principal Executive Officer, and Kermit Nolan, Synaptics Corporate Vice President, Chief Accounting Officer and Interim Chief Financial Officer, will receive
lump-sum
cash award payments of $606,349 and $480,302, respectively, in November 2020 should they remain as full-time active employees of Synaptics in good standing for 18 consecutive calendar months starting
May 1, 2019. Certain voluntary and unpaid leaves will result in a termination of the applicable retention award. No retention award will be paid to any executive who resigns without Good Reason or who is terminated for Good Cause prior to the
end of the retention period (both capitalized terms as defined in the Synaptics Incorporated Severance Policy for Principal Executive Officers, which has previously been filed with the Securities and Exchange Commission). Should Synaptics terminate
either executives employment without Good Cause, or if either executive resigns for Good Reason, Synaptics will pay
(i) two-thirds
of such executives eligible award if the termination occurs
during the first twelve months of the retention period, and (ii) a portion of such executives eligible award prorated for the actual number of consecutive full calendar months completed as a full-time employee of Synaptics if the
termination occurs between the twelfth and eighteenth month of the retention period, provided that such executive resigns from all Company and Company affiliate director and officer positions and executes a separation agreement and release in a form
acceptable to the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Synaptics Incorporated has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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SYNAPTICS INCORPORATED
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Date: May 6, 2019
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By:
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/s/ John McFarland
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John McFarland
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Senior Vice President, General Counsel and Secretary
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