Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Amended Lattice Semiconductor Corporation 2013 Incentive Plan
On May 3, 2019, the stockholders of Lattice Semiconductor Corporation (the
Company
) approved the amended Lattice
Semiconductor Corporation 2013 Incentive Plan (the
Amended 2013 Plan
) at the Companys annual meeting of stockholders held in San Jose, California (the
Annual Meeting
). The Amended 2013 Plan was previously
approved by the Board, upon recommendation by the Compensation Committee (the
Committee
), subject to stockholder approval at the Annual Meeting.
The 2013 Incentive Plan (as amended prior to the Annual Meeting, the
2013 Plan
) was amended to (i) increase by
6,500,000 shares (from 18,640,000 shares to 25,140,000 shares) the number of shares of our common stock available for issuance under the 2013 Plan and (ii) eliminate a redundant limitation on the Companys ability to grant full value
awards in light of the fungible share limit that already provides that these awards count against the numerical limits of the 2013 Plan on a 2.2-to-1 basis. Unless sooner terminated by the Board or the Committee, the Amended 2013 Plan will terminate
on May 1, 2023. A
detailed summary of the Amended 2013 Plan
can be found on pages
43-49
of the
Companys definitive Proxy Statement on Schedule 14A filed on March 22, 2019 (the
Proxy Statement
), which description is incorporated herein by reference. The summary does not purport to be complete and is qualified in
its entirety by reference to the full text of the
Amended 2013 Plan
, which was attached as Annex A to such definitive Proxy Statement and is
incorporated herein by reference.
Amended Lattice Semiconductor Corporation 2011
Non-Employee
Director
Equity Incentive Plan
On May 3, 2019, the stockholders of the Company approved the Lattice
Semiconductor Corporation amended 2011
Non-Employee
Director Equity Incentive Plan (the
Amended Director Plan
) at the Annual Meeting. The Amended Director Plan was previously approved by the
Board, upon recommendation by the Committee, subject to stockholder approval at the Annual Meeting.
The 2011
Non-Employee
Director Equity Incentive Plan (as amended prior to the Annual Meeting, the
Director Plan
) was amended to (i) increase by 200,000 shares (from 2,010,000 shares to
2,210,000 shares) the number of shares of common stock available for issuance under the Director Plan and (ii) eliminate the ability of the Companys board of directors to grant awards under the Amended Director Plan that vest based
on the achievement of any performance goals. Unless sooner terminated by the Board or the Committee, the Amended Director Plan will terminate on May
3, 2021. A
detailed summary of the Amended Director Plan
can be found on pages
50-54
of the Proxy Statement,
which description is incorporated herein by reference. The summary does not purport to be complete and is qualified in its entirety by reference to the full text of the
Amended
Director Plan
, which was attached as Annex B to the Proxy Statement and is incorporated herein by reference.
Item 5.07 Submission of Matters
to a Vote of Security Holders.
At the Annual Meeting, stockholders representing 120,475,181 shares, or 91.37% of the outstanding
shares of capital stock of the Company as of the March 8, 2019 record date, were present in person or were represented at the meeting by proxy. The final results of voting for each matter submitted to a vote of stockholders at the meeting are
as follows.