Current Report Filing (8-k)
December 13 2018 - 4:03PM
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):
December
12, 2018
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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. 6
th
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))
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.
(d) On December 12, 2018, the Board of Directors of Cirrus Logic, Inc.
(the “Company”) expanded the size of the Board from 6 to 7 members and
appointed Deirdre Hanford to serve as a director. Ms. Hanford will
serve as a director with a term expiring at the annual meeting of
stockholders to be held in 2019. Ms. Hanford has not been named to any
committees of the Board.
There is no arrangement or understanding between Ms. Hanford and any
other persons pursuant to which Ms. Hanford was selected as a director.
Additionally, Ms. Hanford is not a party to any transaction, or series
of transactions, required to be disclosed pursuant to Item 404(a) of
Regulation SK.
Ms. Hanford will receive the standard compensation and equity awards
available to other non-employee directors of the Company as described in
the Company’s definitive proxy statement filed with the Securities and
Exchange Commission on June 6, 2018. In particular, upon her
appointment, Ms. Hanford is entitled to receive equity-based
compensation in the form of an option to purchase shares of our common
stock, fixed on the date of grant, that has a fair market value on the
date of grant equal to $225,000. The option will have a term of ten
years and 25 percent will vest one year from the grant date, and the
remaining options will vest 1/36th monthly thereafter until fully vested
after four years. In addition, Ms. Hanford, as a non-employee director,
will receive a quarterly cash retainer in the amount of $15,000, which
will be pro-rated to reflect the days of her service as a director.
The Company intends to enter into an indemnification agreement with Ms.
Hanford that is substantially similar to the form of indemnification
agreement executed by other members of the Board.
Our press release announcing the election of Ms. Hanford is attached as
Exhibit 99.1 to this Report.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Description
Exhibit 99.1 Cirrus Logic, Inc. press release
dated December 13, 2018
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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December 13, 2018
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By:
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/s/ Gregory S. Thomas
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Name:
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Gregory S. Thomas
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Title:
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Senior Vice President, General Counsel, Corporate
Secretary
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