Form 8-K - Current report

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): October 16, 2024

WOLFSPEED, INC.

(Exact name of registrant as specified in its charter)


North Carolina	001-40863	56-1572719
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)


4600 Silicon Drive
Durham	North Carolina	27703
(Address of principal executive offices)		(Zip Code)

(919) 407-5300

Registrant’s telephone number, including area code

N/A

(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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.00125 par value	WOLF	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 8.01			Other Events

On October 16, 2024, Wolfspeed, Inc. (“Wolfspeed”) issued a press release announcing the nomination of Thomas Seifert and Woody Young for election to the Board of Directors at its 2024 Annual Meeting of Shareholders. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.


Item 9.01			Financial Statements and Exhibits

(d) Exhibits


			Exhibit No.						Description of Exhibit

			99.1						Press release dated October 16, 2024
			104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


			WOLFSPEED, INC.


			By:						/s/ Bradley D. Kohn
									Bradley D. Kohn
									Senior Vice President and General Counsel

Date: October 16, 2024

Exhibit 99.1

Wolfspeed Nominates Thomas Seifert and Woody Young to Board of Directors

DURHAM, N.C. -- October 16, 2024 -- Wolfspeed, Inc. (NYSE: WOLF), the global leader in silicon carbide technology, announced today that Thomas Seifert and Woody Young have been nominated to Wolfspeed’s Board of Directors (the “Board”). Their nominations will be considered by shareholders at the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”), scheduled for December 5, 2024.

Mr. Seifert has served as the Chief Financial Officer of Cloudflare, Inc., a leading internet security company, since June 2017. Prior to joining Cloudflare, Mr. Seifert held executive leadership positions at a number of technology and semiconductor companies, including serving as Chief Financial Officer of Symantec Corporation, Brightstar Corp., and Advanced Micro Devices Inc. Mr. Seifert currently serves as a member of the Board of Directors of First Derivatives plc, an ultra-high-performance analytics software company.

Mr. Young most recently served as the President and a member of the Board of Directors of Solidigm, a flash memory semiconductor company, from October 2022 until August 2023. Mr. Young has over 30 years of experience as an investment banker and is the former Chairman of Mergers and Acquisitions at Perella Weinberg Partners LP. He previously served as the Co-Head of Global Telecommunications, Media, and Technology at Lazard and in similar roles at Merrill Lynch and Lehman Brothers. Mr. Young currently serves as a member of the Board of Directors of Frontier Communications Parent, Inc. (Nasdaq: FYBR), a fiber internet provider.

“We are delighted to nominate Thomas Seifert and Woody Young for election to the Wolfspeed Board of Directors,” said Thomas Werner, Chair of the Wolfspeed Board. Mr. Werner continued, “With yesterday’s CHIPS Act capital structure update, I believe the Company successfully took a key step towards funding the execution of its business plan. We believe Thomas and Woody will be valuable additions to the Board as we focus on executing that plan, driving operational execution improvement, and continuing our previously disclosed efforts to explore ways to enhance shareholder value and unlock Wolfspeed’s strategic value.”

Clyde R. Hosein and John B. Replogle, who have served on the Board since 2005 and 2014, respectively, are not standing for re-election and will retire from the Board following the expiration of their terms at the 2024 Annual Meeting. “On behalf of the Board, I want to thank Clyde and John for their dedication and exemplary service to Wolfspeed over many years,” said Mr. Werner.

About Wolfspeed, Inc.

Wolfspeed (NYSE: WOLF) leads the market in the worldwide adoption of silicon carbide technologies that power the world’s most disruptive innovations. As the pioneers of silicon carbide, and creators of the most advanced semiconductor technology on earth, we are committed to powering a better world for everyone. Through silicon carbide material, Power Modules, Discrete Power Devices and Power Die Products targeted for various applications, we will bring you The Power to Make It Real.TM Learn more at www.wolfspeed.com.

X (formerly Twitter): @Wolfspeed

LinkedIn: @Wolfspeed

Wolfspeed® is a registered trademark and The Power to Make It Real™ is a trademark of Wolfspeed, Inc.

Additional Information and Where to Find It

Wolfspeed, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the matters to be considered at the 2024 Annual Meeting. Wolfspeed intends to file a proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) in connection with such solicitation of proxies from shareholders. SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT WHEN IT BECOMES AVAILABLE AS IT WILL CONTAIN IMPORTANT INFORMATION. Information about Wolfspeed’s directors and executive officers and their interests is set forth in Wolfspeed’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, which was filed with the SEC on August 22, 2024, and Wolfspeed’s proxy statement for its 2023 annual meeting of shareholders, which was filed with the SEC on September 8, 2023, and in Wolfspeed’s other SEC filings, which can be found through Wolfspeed’s website (www.wolfspeed.com) in the section “Investors” or through the SEC’s website at www.sec.gov. More detailed and updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the 2024 Annual Meeting. Stockholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by Wolfspeed with the SEC for no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at Wolfspeed’s website at www.wolfspeed.com.

Media Relations:

Bridget Johnson

Head of Corporate Marketing and Communications

847-269-2970

media@wolfspeed.com

Investor Relations:

Tyler Gronbach

VP, External Affairs

919-407-4820

investorrelations@wolfspeed.com

Cover Page	Oct. 16, 2024
Cover [Abstract]
Entity Central Index Key	0000895419
Amendment Flag	false
Document Type	8-K
Document Period End Date	Oct. 16, 2024
Entity Registrant Name	WOLFSPEED, INC
Entity Incorporation, State or Country Code	NC
Entity File Number	001-40863
Entity Tax Identification Number	56-1572719
Entity Address, Address Line One	4600 Silicon Drive
Entity Address, City or Town	Durham
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27703
City Area Code	919
Local Phone Number	407-5300
Written Communications	false
Soliciting Material	true
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.00125 par value
Trading Symbol	WOLF
Security Exchange Name	NYSE
Entity Emerging Growth Company	false