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)July 8, 2015

 

 

INTERSIL CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

Delaware

000-29617

59-3590018

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation

 

Identification No.)

 

 

 

 

 

 

1001 Murphy Ranch Road

Milpitas, California

95035

(Address of principal executive offices)

(Zip Code)

 

 

 

 

 

 

Registrant’s telephone number, including area code

(408) 432-8888

 

 

 

 

 

 

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 (see General Instruction A.2. below):

 

 

 

[ ]

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))

 

 

 


 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 

 (d) On July 7, 2015, the Board of Directors (the “Board”) of Intersil Corporation (“Intersil”) increased the size of Intersil’s Board from eight to nine members and elected Ernest Maddock as a director.  Mr. Maddock has not yet been appointed to serve as a member of any committees of the Board.

As a director of Intersil, Mr. Maddock will receive cash compensation at the rate of $50,000 per year paid in quarterly installments. Pursuant to Intersil’s director equity compensation program as disclosed in its 2015 Proxy Statement, Mr. Maddock has been awarded: 1) a one-time new director grant of deferred stock units (“DSUs”) having a market value of $75,000 with the number of DSUs being calculated using the closing price of Intersil common stock on the NASDAQ exchange on July 7, 2015 and vesting over a three-year period; 2) a one-time new director grant of stock options with a market value of $75,000 with the number of option shares being calculated using the value of an option share on July 7, 2015 and vesting over a three-year period; and 3) a pro-rated annual director award consisting of the annual director award of 8,475 DSUs prorated daily to reflect the period from his date of election to the expected date of the 2016 Annual Meeting of Shareholders and vesting in full the day before such 2016 Annual Meeting.

Intersil will enter into its standard form of indemnity agreement with Mr. Maddock whereby he will be indemnified to the fullest extent permitted by Delaware law for certain liabilities to which he may become subject as a result of his affiliation with Intersil.  

There are no related party transactions between the Company and Mr. Maddock that are subject to disclosure under Item 404(a) of Regulation S-K.

A copy of the press release issued on July 8, 2015, regarding the election of Mr. Maddock is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

 

 

Exhibit No.

 

Description of Exhibit

99.1

 

Press Release Issued by Intersil Corporation on July 8, 2015

 

SIGNATURE

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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INTERSIL CORPORATION

 

 

 

 

 

Date:

 

July 8, 2015

 

 

 

By:

 

/s/ Thomas C. Tokos

 

 

 

 

 

 

Name:

 

Thomas C. Tokos

 

 

 

 

 

 

Title:

 

Sr. Vice President, General Counsel and Secretary

 




logo.jpg

 

Media Contact:

Shannon Pleasant

Intersil Corporation

(512) 382-8444

spleasant@intersil.com 

 

 

Intersil Announces Appointment of Ernest Maddock to
Board of Directors

 

Industry Veteran Adds Valuable Expertise as Independent Director

 

Milpitas, Calif. – July 8, 2015 -  Intersil Corporation (NASDAQ:ISIL), a  leading provider of innovative power management and precision analog solutions,  today announced the appointment of Ernest Maddock to its board of directors. Mr. Maddock’s 35 plus years of experience includes senior leadership roles in finance, operations, and general management. He is currently the chief financial officer at Micron, a multi-billion dollar semiconductor company with a market-leading portfolio of memory solutions.

“We are pleased to add another experienced technology executive to our board of directors,” said Don Macleod, chairman of Intersil’s board. “We believe Ernie’s deep finance and operational background complements the expertise of our existing board members.”

Mr. Maddock recently joined Micron Technology as chief financial officer and vice president of finance where he is responsible for overseeing Micron’s global finance and accounting organization. Prior to joining Micron in 2015, Mr. Maddock held leadership positions at multiple global companies, including Riverbed Technology, a billion dollar networking software company where he served as chief financial officer and executive vice president. Mr. Maddock also spent 15 years at Lam Research, a market-leading semiconductor capital equipment company, including six years as chief financial officer and senior vice president. 

“Ernie’s experience operating within large organizations in transition will be invaluable as we lay the ground work for Intersil’s future,” said Necip Sayiner, president and CEO of Intersil. “We are pleased to have an executive of his caliber join our board.”

Mr. Maddock earned a bachelor’s degree in industrial management from the Georgia Institute of Technology and a master’s degree in business administration from Georgia State University.

 

 

About Intersil

Intersil Corporation is a leading provider of innovative power management and precision analog solutions. The company's products form the building blocks of increasingly intelligent, mobile


 

and power hungry electronics enabling advances in power management to improve efficiency and extend battery life. With a deep portfolio of intellectual property and a rich history of design and process innovation, Intersil is the trusted partner to leading companies in some of the world’s largest markets, including the industrial and infrastructure, mobile computing, automotive and aerospace. For more information about Intersil, visit our website at www.intersil.com.  

 

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Intersil and the Intersil logo are trademarks or registered trademarks of Intersil Corporation. All other brands, product names and marks are or may be trademarks or registered trademarks used to identify products or services of their respective owners.

 

 


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