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): August 29, 2024

INDIE SEMICONDUCTOR, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40481

88-1735159

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)


32 Journey Aliso Viejo, California						92656
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (949) 608-0854

(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 each exchange on
which registered

Class A common stock, par value $0.0001 per share

INDI

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 August 29, 2024, the Compensation Committee of the Board of the Directors of indie Semiconductor, Inc. (the “Company”) approved a change in the annual base salary of Donald McClymont, Chief Executive Officer, Dr. Ichiro Aoki, President and two other founders of the Company (collectively with Messrs. McClymont and Aoki, the “Founders”), and Thomas Schiller, Chief Financial Officer and Executive Vice President, Strategy. At the initiation and request of the Founders and Mr. Schiller, each Founder and Mr. Schiller will receive a base salary of $1 per year. Additionally, the base salary of Raja Bal, acting Chief Financial Officer and Chief Accounting Officer, as well as other members of executive management, will be reduced by twenty percent (20%) per year (together with the salary reductions for the Founders and Mr. Schiller, the “Salary Reduction”). This Salary Reduction is temporary and effective on September 1, 2024 through March 31, 2025. The Founders and executives will remain eligible to participate in the Company’s bonus incentive program in accordance with the terms of such bonus plan. For purposes of any salary severance or other benefits that the Founders and executives may be entitled to as a result of a change of control or termination as set forth in an employment agreement, such severance will be determined without regard to the Salary Reduction and instead will be calculated based on their respective base salaries in effect immediately prior to the effectiveness of the Salary Reduction.

Item 7.01 Regulation FD Disclosure.

In late August 2024, the Company initiated a workforce reduction plan (the “Plan”) to improve operational efficiencies while still investing in key growth areas of the business. Approximately 50 employees were impacted as part of this Plan.

SIGNATURE

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.


	INDIE SEMICONDUCTOR, INC.

September 3, 2024	By:	/s/ Donald McClymont
		Name:	Donald McClymont
		Title:	Chief Executive Officer (Principal Executive Officer)

Cover	Aug. 29, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 29, 2024
Entity Registrant Name	INDIE SEMICONDUCTOR, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40481
Entity Tax Identification Number	88-1735159
Entity Address, Address Line One	32 Journey
Entity Address, City or Town	Aliso Viejo
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92656
City Area Code	949
Local Phone Number	608-0854
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	INDI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001841925
Amendment Flag	false