8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): July 21, 2022

SILICON LABORATORIES INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-29823	74-2793174
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

400 West Cesar Chavez, Austin, TX	78701
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (512) 416-8500

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 (see General Instruction A.2. below):

¨ 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	SLAB	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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 Securities Exchange Act of 1934. ¨

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

(b) On July 21, 2022, William Wood notified Silicon Laboratories Inc. (“Silicon Laboratories” or the “Company”) of his decision to not stand for re-election at the Company’s 2023 annual meeting of stockholders. Accordingly, his tenure as a member of the Company’s board of directors will be completed at the 2023 annual meeting of stockholders. Mr. Wood’s decision to not stand for re-election is not due to any disagreement with Silicon Laboratories regarding its operations, policies or practices.

(d) On July 21, 2022, Silicon Laboratories appointed Robert Conrad, age 62, as a member of its board of directors to serve as a Class I director effective immediately. The term of the Class I directors expires at the 2023 annual meeting of stockholders. Mr. Conrad is expected to be nominated for re-election at such annual meeting. On July 21, 2022, Mr. Conrad was also appointed as a member of the Corporate Development and Finance Committee.

Mr. Conrad served as Senior Vice President of the Automotive Microcontrollers and Processors business at NXP Semiconductors from 2012 until 2019. From 2003 to 2012, Mr. Conrad held executive roles at Fairchild Semiconductor across various product groups and corporate strategy. Mr. Conrad started his career with Texas Instruments, where he held hardware design, process development, product engineering, and operational roles. Mr. Conrad holds a BSEE in Electrical and Computer Engineering from the University of Cincinnati.

Mr. Conrad will receive the standard cash retainer of $55,000 per year for board service and $5,000 per year for service on the Corporate Development and Finance Committee. If he is elected on the date of our 2023 annual meeting of stockholders, Mr. Conrad will receive the standard non-employee director grant of restricted stock units covering a number of shares of the Company’s common stock equal to $180,000 divided by the average closing price of a share of the Company’s common stock on the 30 trading days ending on the 2nd trading day preceding the date of such meeting and such grant shall vest on approximately the first anniversary of the date of grant (unless the board of directors alters the standard non-employee director compensation prior to that time).

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

99.1	Press Release of Silicon Laboratories Inc. dated July 27, 2022
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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.

SILICON LABORATORIES INC.

July 27, 2022	/s/ John C. Hollister
Date	John C. Hollister
	Senior Vice President and Chief Financial Officer
	(Principal Financial Officer)

EX-99.1

Exhibit 99.1

 

PRESS RELEASE

Silicon Labs Appoints Robert Conrad to Board of Directors

Semiconductor Veteran Brings Decades of Strategic and Operational Expertise to Board

AUSTIN, Texas – July 27, 2022, Silicon Labs (NASDAQ: SLAB), a leader in secure, intelligent wireless technology for a more connected world, today announced the appointment of Robert “Bob” Conrad to the company's board of directors. Conrad brings nearly 40 years of experience in the semiconductor industry, driving strategic focus and successfully scaling businesses.

"We are excited to welcome Bob to the Silicon Labs board of directors," said Matt Johnson, Silicon Labs CEO. "He is a well-respected industry leader with significant experience in the semiconductor industry across a wide range of technologies and markets. His strategic experience in growing and scaling semiconductor businesses will be invaluable to Silicon Labs as we continue to accelerate innovation and expand operations for sustainable growth."

Conrad most recently served as Senior Vice President of the Automotive Microcontrollers and Processors Business at NXP Semiconductors (NASDAQ: NXPI) before retiring in 2019. Prior to that, he held several senior executive roles at Freescale Semiconductor, Fairchild Semiconductor, and Analog Devices leading various product groups and corporate strategy. He started his career with Texas Instruments in product engineering and hardware design, process development and operations. Conrad holds a BSEE in Electrical and Computer Engineering from the University of Cincinnati.

“It’s an exciting time to join the Silicon Labs Board of Directors. The company is focused and positioned to lead and scale in large and growing markets,” said Bob Conrad. "I look forward to partnering with Matt and the rest of the board to capitalize on the opportunities ahead."

William “Bill” Wood also announced he will not stand for reelection and will be retiring from the Silicon Labs board after 25 years of service. Wood initially joined the board of directors in 1997 and served as lead director from 2005-2021. His tenure as a board member will be completed at the 2023 annual meeting of stockholders.

“Bill has been instrumental to Silicon Labs’ success since the very beginning of our journey,” said Johnson. “We’re grateful for his leadership throughout the years and wish him the very best.”

About Silicon Labs

Silicon Labs (NASDAQ: SLAB) is a leader in secure, intelligent wireless technology for a more connected world. Our integrated hardware and software platform, intuitive development tools, thriving ecosystem, and robust support make us an ideal long-term partner in building advanced industrial, commercial, home, and life applications. We make it easy for developers to solve complex wireless challenges throughout the product lifecycle and get to market quickly with innovative solutions that transform industries, grow economies, and improve lives. silabs.com

Forward-Looking Statements

This press release contains forward-looking statements based on Silicon Labs’ current expectations. These forward-looking statements reflect the current views and assumptions of Silicon Labs and are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. Certain factors that could cause actual results to differ materially from those in the forward-looking statements are detailed in the SEC filings of Silicon Laboratories Inc. Silicon Labs disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. References in this press release to Silicon Labs shall mean Silicon Laboratories Inc.

###

For further information: Media and Industry Analysts: pr@silabs.com; Investors and Financial Analysts: investor.relations@silabs.com

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Cover	Jul. 21, 2022
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Jul. 21, 2022
Entity File Number	000-29823
Entity Registrant Name	SILICON LABORATORIES INC.
Entity Central Index Key	0001038074
Entity Tax Identification Number	74-2793174
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	400 West Cesar Chavez
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78701
City Area Code	512
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Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	SLAB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false