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): January 4, 2024

MACOM Technology Solutions Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-35451

27-0306875

(State or other jurisdiction of
incorporation or organization)

(Commission
File Number)

(I.R.S. Employer
Identification No.)



100 Chelmsford Street Lowell, Massachusetts						01851
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (978) 656-2500

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))

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


Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, par value $0.001 per share	MTSI	Nasdaq Global Select Market

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 January 4, 2024, the Board of Directors (the “Board”) of MACOM Technology Solutions Holdings, Inc. (the “Company”) appointed Murugesan “Raj” Shanmugaraj to the Board as a Class III director to hold office until the 2024 annual meeting of stockholders. The Board also appointed Mr. Shanmugaraj to its Compensation Committee and Nominating and Corporate Governance Committee. The Board determined that Mr. Shanmugaraj is an independent director in accordance with applicable Nasdaq listing rules and the rules and regulations of the U.S. Securities and Exchange Commission.

Mr. Shanmugaraj brings extensive telecommunications experience to the Board, having led the development of innovative products, including packet switching and optical systems and components. Mr. Shanmugaraj currently serves as the Senior Vice President and General Manager of the Coherent Products and Components Group at Cisco Systems, Inc. (“Cisco”), which he joined in March 2021 when Acacia Communications, Inc. (“Acacia”), was acquired by Cisco. Mr. Shanmugaraj served as President and Chief Executive Officer and a member of the board of directors of Acacia for over ten years. In 2017, Mr. Shanmugaraj was awarded the Ernst & Young Entrepreneur of the Year Regional Award. Prior to joining Acacia, Mr. Shanmugaraj served in leadership roles for various technology companies, including Alcatel-Lucent and as the founder and Chief Executive Officer of Astral Point Communications. Mr. Shanmugaraj holds an M.S. in electrical and computer engineering from the University of Iowa and a B.E. (Honors) in electronics and communications from the National Institute of Technology, Trichy.

Mr. Shanmugaraj will be compensated for his service as a director in accordance with the Company’s non-employee director compensation program as generally described in the Company’s proxy statement for its 2023 annual meeting of stockholders, as filed with the SEC on January 17, 2023. Mr. Shanmugaraj has entered into the Company’s standard indemnification agreement.

Item 7.01. Regulation FD Disclosure.

On January 4, 2024, the Company issued a press release announcing the appointment of Mr. Shanmugaraj to the Board. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number

Description

99.1

Press Release, dated January 4, 2024.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC.

Dated: January 4, 2024

By:

/s/ Ambra R. Roth

Ambra R. Roth

Senior Vice President, General Counsel and Secretary

MACOM Announces Appointment of Raj Shanmugaraj to its Board of Directors

LOWELL, MA, January 4, 2024 – MACOM Technology Solutions Holdings, Inc. (“MACOM”) (NASDAQ: MTSI), a leading supplier of semiconductor products, today announced the appointment of Murugesan “Raj” Shanmugaraj as an independent director to MACOM’s Board of Directors (the “Board”), effective January 4, 2024. Mr. Shanmugaraj will serve on the Compensation and Nominating and Governance Committees of the Board.

Prior to joining Acacia, Mr. Shanmugaraj served in leadership roles for various technology companies, including Alcatel-Lucent and as the founder and Chief Executive Officer of Astral Point Communications. Mr. Shanmugaraj holds an M.S. in electrical and computer engineering from the University of Iowa and a B.E. (Honors) in electronics and communications from the National Institute of Technology, Trichy.

“We are pleased to welcome Raj to MACOM’s Board of Directors,” said Stephen G. Daly, President, Chief Executive Officer and Chair of the Board. “Raj has a track record of successful leadership and extensive industry experience, and we look forward to his future contributions.”

About MACOM

MACOM designs and manufactures high-performance semiconductor products for the Telecommunications, Industrial and Defense and Datacenter industries. MACOM services over 6,000 customers annually with a broad product portfolio that incorporates RF, Microwave, Analog and Mixed Signal and Optical semiconductor technologies. MACOM has achieved certification to the IATF16949 automotive standard, the ISO9001 international quality standard and the ISO14001 environmental management standard. MACOM operates facilities across the United States, Europe, Asia and is headquartered in Lowell, Massachusetts. To learn more visit www.macom.com.

Special Note Regarding Forward-Looking Statements

This press release contains forward-looking statements based on MACOM management’s beliefs and assumptions and on information currently available to our management. These forward-looking statements include, among others, statements about MACOM’s strategic plans and priorities, information concerning Mr. Shanmugaraj’s expertise and expected future contributions to MACOM’s Board.

These forward-looking statements reflect MACOM’s current views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause those

events or our actual activities or results to differ materially from those indicated by the forward-looking statements, including, among other things, our ability to develop new products and achieve market acceptance of those products; component shortages or other disruptions in our supply chain, including as a result of geopolitical unrest or otherwise; inflationary pressures; any failure to accurately anticipate demand for our products and effectively manage our inventory; our dependence on a limited number of customers; risks related to any weakening of economic conditions; our ability to compete effectively; and those other factors described in “Risk Factors” in MACOM’s filings with the Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and other filings with the SEC. These forward-looking statements speak only as of the date of this press release, and MACOM undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Document	Jan. 04, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 04, 2024
Entity Registrant Name	MACOM Technology Solutions Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35451
Entity Tax Identification Number	27-0306875
Entity Address, Address Line One	100 Chelmsford Street
Entity Address, City or Town	Lowell
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01851
City Area Code	978
Local Phone Number	656-2500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	MTSI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001493594
Amendment Flag	false