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

November 13, 2023

(Date of earliest event reported)

Qorvo, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-36801	46-5288992
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

7628 Thorndike Road, Greensboro, North Carolina 27409-9421

(Address of principal executive offices)

(Zip Code)

(336) 664-1233

Registrant's telephone number, including area code

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

Common Stock, $0.0001 par value

QRVO

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. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 13, 2023, Ralph G. Quinsey, Chairman of the Board of Directors ("the Board") of Qorvo, Inc. (the "Company") informed the Company of his decision not to stand for reelection and to retire from the Board upon the expiration of his term at the Company's 2024 Annual Meeting of Stockholders. Mr. Quinsey also informed the Board that he would step down as Chair and Lead Independent Director as of November 13. Mr. Quinsey has advised the Company that his decision to retire is to address other professional and personal commitments and is not due to any disagreement with the Company on any matter relating to Company operations, policies or practices. The Board and Company management express their deep appreciation to Mr. Quinsey for his dedicated service and significant contributions.

The Board has named Dr. Walden C. Rhines as the new Chair of the Board and Lead Independent Director. Dr. Rhines has served as a director of the Company since 2015.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


Qorvo, Inc.

By:			/s/ Grant A. Brown
			Grant A. Brown
			Senior Vice President and Chief Financial Officer

Date: November 17, 2023

Document and Entity Information Document	Nov. 13, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 13, 2023
Entity Registrant Name	Qorvo, Inc.
Entity Central Index Key	0001604778
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36801
Entity Tax Identification Number	46-5288992
Entity Address, Address Line One	7628 Thorndike Road
Entity Address, City or Town	Greensboro
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27409-9421
City Area Code	336
Local Phone Number	664-1233
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	QRVO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false