- Current report filing (8-K)
July 30 2012 - 4:04PM
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):
July
26, 2012
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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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800 W. 6th Street Austin, TX
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78701
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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 2.02 Results of Operations and Financial Condition.
On July 30, 2012, the Company issued a press release announcing its
first quarter of fiscal year 2013 results. The full text of the press
release is attached as Exhibit No. 99.1 to this Current Report on Form
8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of Cirrus Logic, Inc. (the “Company”)
was held on July 26, 2012. At the Annual Meeting, the Company’s
stockholders voted on the following proposals described in detail in the
Company’s Proxy Statement, dated May 30, 2012. Final voting results for
each of the matters voted on at the meeting are set forth below.
Proposal One:
Election of Directors
Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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John C. Carter
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44,145,556
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855,409
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13,652,506
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Timothy R. Dehne
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44,156,469
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844,496
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13,652,506
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Jason P. Rhode
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44,913,830
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87,135
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13,652,506
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Alan R. Schuele
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44,153,505
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847,460
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13,652,506
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William D. Sherman
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43,875,826
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1,125,139
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13,652,506
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Susan Wang
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44,829,825
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171,140
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13,652,506
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Proposal Two:
Ratification of Appointment of
Independent Registered Public Accounting Firm for Fiscal Year Ending
March 30, 2013.
Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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57,102,092
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1,467,548
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83,831
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Proposal Three:
Approval, by non-binding vote,
of the compensation of the Company’s Named Executive Officers as
described in the proxy statement.
Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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43,743,314
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1,176,713
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80,938
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13,652,506
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Item 7.01 Regulation FD.
On July 30, 2012, in addition to issuing a press release, the Company
posted on its website a shareholder letter to investors summarizing the
financial results for the first quarter of fiscal year 2013. The full
text of the shareholder letter is attached as Exhibit No. 99.2 to this
Current Report on Form 8-K.
Use of Non-GAAP Financial Information
To supplement Cirrus Logic's financial statements presented on a GAAP
basis, Cirrus has provided non-GAAP financial information, including
non-GAAP operating expenses, non-GAAP net income, non-GAAP income from
operations, non-GAAP operating margin and non-GAAP diluted earnings per
share. A reconciliation of the adjustments to GAAP results is included
in the tables below. Non-GAAP financial information is not meant as a
substitute for GAAP results, but is included because management believes
such information is useful to our investors for informational and
comparative purposes. In addition, certain non-GAAP financial
information is used internally by management to evaluate and manage the
company. As a note, the non-GAAP financial information used by Cirrus
Logic may differ from that used by other companies. These non-GAAP
measures should be considered in addition to, and not as a substitute
for, the results prepared in accordance with GAAP.
Item 8.01 Other Events
The company has announced the sale of assets associated with its Apex
Precision Power business in Tucson, Ariz., for $26 million. After the
sale, Cirrus Logic will continue to maintain a high voltage/high power
IC design team in Tucson. This transaction is expected to close within
45 days, subject to certain standard closing conditions.
The information contained in Items 2.02, 7.01, 8.01 and 9.01 in this
Current Report on Form 8-K and the exhibits attached hereto contain
forward-looking statements regarding the Company and cautionary
statements identifying important factors that could cause actual results
to differ materially from those anticipated. In addition, this
information shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section, nor shall they be
deemed incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as expressly set forth
by specific reference in such a filing.
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 99.1
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Cirrus Logic, Inc. press release dated July 30, 2012
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Exhibit 99.2
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Cirrus Logic, Inc. shareholder letter dated July 30, 2012
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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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July 30, 2012
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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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99.1
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Registrant’s press release dated July 30, 2012.
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99.2
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Cirrus Logic, Inc. shareholder letter dated July 30, 2012
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