Current Report Filing (8-k)
June 03 2019 - 4:04PM
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
May 31, 2019
Date
of Report (Date of earliest event reported)
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 95131
(Address of Principal Executive Offices) (Zip Code)
(408)
904-1100
(Registrants Telephone Number, Including Area Code)
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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☐
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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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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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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. ☐
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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(d)
Effective May 31, 2019, the Board of Directors (the Board) of Synaptics Incorporated (the Company) appointed Kiva
Allgood as an independent Class 2 director of the Company with a term expiring at the next annual meeting of our stockholders to be held in 2019. The Board has appointed Ms. Allgood as a member of the Boards Compensation Committee
and Nominations and Corporate Governance Committee.
Kiva Allgood has been a director of our Company since May 31, 2019.
Ms. Allgood has been the Global Business Unit Head of IOT and Automotive for Telefonaktiebolaget LM Ericsson, a Nasdaq-listed company that is a global provider of communications technology, since April 2019. Ms. Allgood served as the Chief
Commercial Development Officer and Managing Director, respectively, from August 2017 to April 2019, and from November 2016 to August 2017, of GE Ventures, a Corporate Venture Company and Innovation Group of GE Corporate. From June 2012 to November
2016, Ms. Allgood served as President, Qualcomm Intelligent Solutions, IoT and Smart Cities, at Qualcomm Incorporated, a Nasdaq-listed company that is a global provider of foundational technologies and products used in mobile devices and other
wireless products. Earlier in her career, Ms. Allgood served in senior-level operational roles including sales, marketing, and business development in the technology industry. Ms. Allgood holds a Bachelor of Science degree and Master of
Business Administration degree, both from Northwestern University. We believe that Ms. Allgoods senior management positions with other leading companies, her career at a leading venture capital firm with a focus on investments in
high-technology companies, her engineering background, and her knowledge and experience in the Internet of Things and automotive technology sectors, provide the requisite qualifications, skills, perspectives, and experiences that make her well
qualified to serve on our Board of Directors.
Ms. Allgood will participate in the Companys independent director
compensation program. She will receive the following compensation in connection with her service on the Board, provided that such compensation will be prorated for her service through October 2019:
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a.
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an annual equity grant valued at $200,000 and comprised solely of Deferred Stock Units vesting quarterly over
one year;
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b.
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an annual cash retainer of $60,000;
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c.
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an annual cash retainer of $7,500 for service on the Compensation Committee of the Board; and
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d.
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an annual cash retainer of $5,000 for service on the Nominations and Corporate Governance Committee of the
Board.
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Since the beginning of the Companys last fiscal year through the present, there have been no transactions
with the Company, and there are currently no proposed transactions with the Company, in which the amount involved exceeds $120,000 and in which Ms. Allgood had or will have a direct or indirect material interest within the meaning of
Item 404(a) of Regulation
S-K. No
arrangement or understanding exists between Ms. Allgood and any other person pursuant to which Ms. Allgood was selected as a director of 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 31, 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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