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 25, 2024

Commission File Number


			CIRRUS LOGIC, INC.
(Exact name of Registrant as specified in its charter)

Delaware

000-17795

77-0024818

(State or Other Jurisdiction of
Incorporation or Organization)

(Commission File Number)

(IRS Employer
Identification No.)

800 W. 6th Street

Austin,

78701

(Address of Principal Executive Offices)

(Zip Code)

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))

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, $0.001 par value

CRUS

The NASDAQ Stock Market LLC

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 25, 2024, Deirdre R. Hanford, currently a member of the Board of Directors of Cirrus Logic, Inc. (“Company”), notified the Board that she will not stand for re-election at the Company’s Annual Meeting of Stockholders, which is expected to be held in July 2024. Ms. Hanford will continue to serve as a member of the Board until such meeting. Ms. Hanford’s decision is not the result of any disagreement with management or the Board related to the Company’s operations, policies, or practices.

Item 7.01 Regulation FD Disclosure.

On January 30, 2024, the Company issued a press release announcing Ms. Hanford’s notification described in Item 5.02. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or in the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) The following exhibits are furnished with this Current Report on Form 8-K.

Exhibit No. Description

99.1 Cirrus Logic, Inc. Press Release, dated January 30 , 202 4 .

104 Cover Page Interactive Data File (formatted as Inline XBRL)

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.

CIRRUS LOGIC, INC.

Date:

January 30, 2024

By:

/s/ Gregory S. Thomas

Name:

Gregory S. Thomas

Title:

Senior Vice President, General Counsel

FINANCIAL NEWS

Deirdre Hanford’s Appointment as CEO of the National Center for the Advancement of Semiconductor Technology

AUSTIN, Texas – Jan. 30, 2024 – Cirrus Logic, Inc. (NASDAQ: CRUS) congratulates Deirdre Hanford, a member of Cirrus Logic’s Board of Directors since 2018, on her appointment as CEO of Natcast, the expected operator of the CHIPS for America National Semiconductor Technology Center, once established. Created as a focal point for research and engineering, Natcast aims to bring together the U.S. government and key stakeholders from the semiconductor ecosystem to address the most challenging barriers to continued technological progress in the domestic semiconductor industry.

In view of her new role, Ms. Hanford notified the Cirrus Logic Board that she will not stand for reelection in July 2024 when her current board term expires. When asked about her appointment, John Forsyth, President and CEO of Cirrus Logic, said: “Deirdre Hanford's appointment as CEO of Natcast is a major boost for the semiconductor industry. Her deep expertise and leadership in this industry ideally position her to steer Natcast in addressing critical challenges in advancing U.S. semiconductor technology. Her contributions to Cirrus Logic over the past five years have been invaluable, and we congratulate her on her appointment to this new, crucial role.”

Cirrus Logic, Inc.

Cirrus Logic is a leader in low-power, high-precision mixed-signal processing solutions that create innovative user experiences for the world’s top mobile and consumer applications. With headquarters in Austin, Texas, Cirrus Logic is recognized globally for its award-winning corporate culture.

Cirrus Logic, Cirrus and the Cirrus Logic logo are registered trademarks of Cirrus Logic, Inc. All other company or product names noted herein may be trademarks of their respective holders.

Investor Contact:

Chelsea Heffernan

Vice President, Investor Relations

Cirrus Logic, Inc.

(512) 851-4125

Investor@cirrus.com

Cover Page	Jan. 25, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 25, 2024
Entity File Number	000-17795
Entity Registrant Name	CIRRUS LOGIC, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	77-0024818
Entity Address, Address Line One	800 W. 6th Street
Entity Address, City or Town	Austin,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78701
City Area Code	(512)
Local Phone Number	851-4000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.001 par value
Trading Symbol	CRUS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000772406