- Current report filing (8-K)
May 26 2011 - 3:03PM
Edgar (US Regulatory)
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
23, 2011
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CIRRUS LOGIC, INC.
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(Exact
name of Registrant as specified in its charter)
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Delaware
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0-17795
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77-0024818
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2901 Via Fortuna, Austin, TX
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78746
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(512)
851-4000
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))
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangement of
Certain Officers.
(b) Mr. D. James Guzy, a current member of the Board of Directors for
Cirrus Logic, Inc. (the “Company”), will not run for reelection to the
Board at the Company’s next annual meeting and plans to retire from the
Board as of the date of the 2011 Annual Meeting of Stockholders, which
is scheduled for July 28, 2011.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
(a) On May 23, 2011, the Board of Directors for Cirrus Logic, Inc. (the
"Company") adopted an amendment to Section 3.2 of the Company’s Bylaws,
to expand the size of the Board from seven to eight members. The
amendment of the existing Bylaws took effect immediately upon adoption
by the Board of Directors. A copy of the Bylaws of the Company, as
amended and restated, is attached hereto as Exhibit 3.1.
The amendment further clarifies the use of electronic transmissions
under the Bylaws in conformance with the applicable provisions of the
Delaware General Corporate Law.
Item 8.01 Other Events.
On May 26, 2011, Cirrus Logic Inc. ("Cirrus Logic") issued a press
release announcing the nomination of two new independent directors for
election at Cirrus Logic’s 2011 Annual Meeting of Stockholders. The full
text of this press release is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
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(d)
Exhibits
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Exhibit
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Description
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Exhibit 3.1
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Bylaws of the Company, as amended and restated
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Exhibit 99.1
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Cirrus Logic, Inc. press release dated May 26, 2011
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SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, Registrant has
duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
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CIRRUS LOGIC, INC.
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Date:
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May 26, 2011
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By:
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/s/ Thurman K. Case
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Name: Thurman K. Case
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Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit No.
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Description
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3.1
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Bylaws of the Company, as amended and restated
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99.1
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Registrant’s press release dated May 26, 2011.
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