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Silicon Laboratories Inc.
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1.
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To elect three Class III directors to serve on the Board of Directors until our 2016 annual meeting of stockholders, or until a successor is duly elected and qualified;
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2.
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To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2013;
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3.
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To vote on an advisory (non-binding) resolution regarding executive compensation; and
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4.
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To transact such other business as may properly come before the meeting or any adjournment or adjournments thereof.
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Sincerely,
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Austin, Texas
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G. Tyson Tuttle
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March 7, 2013
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Chief Executive Officer, President and Director
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William G. Bock, 62
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has served as interim Chief Financial Officer and Senior Vice President since February 2013 and as a director of Silicon Laboratories since he rejoined the Board of Directors in July of 2011. He served Silicon Laboratories as Chief Financial Officer from November 2006 to July 2011, and Senior Vice President of Finance and Administration through December 2011. He joined Silicon Laboratories as a director in March 2000, and served as Chairman of the audit committee until November 2006 when he stepped down from the Board of Directors to assume the CFO role. From 2001 to 2006, Mr. Bock participated in the venture capital industry, principally as a partner with CenterPoint Ventures. Before his venture career, Mr. Bock held senior management positions with three venture-backed companies: DAZEL Corporation, Tivoli Systems, and Convex Computer Corporation. Mr. Bock began his career with Texas Instruments. Mr. Bock served on the Board of Directors of Convio, Inc., from January 2008 until its sale to Blackbaud Inc. in April 2012. Mr. Bock currently serves on the Board of Directors of Entropic Communications and is a member of their Audit Committee. Mr. Bock also serves as an independent business consultant to Foros Group, a mergers and acquisitions advisory firm, and several private technology companies. Mr. Bock holds a B.S. in Computer Science from Iowa State University and an M.S. in Industrial Administration from Carnegie Mellon University. Mr. Bock’s extensive financial and executive experience and his in-depth knowledge of Silicon Laboratories qualify him to serve as a member of our Board of Directors.
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R. Ted Enloe III, 74
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has served as a director of Silicon Laboratories since April 2003. Mr. Enloe is currently the Managing General Partner of Balquita Partners, Ltd., a family investment firm. Mr. Enloe formerly served as Vice Chairman and member of the office of chief executive of Compaq Computer Corporation. He also served as President of Lomas Financial Corporation and Liberté Investors for more than 15 years. Mr. Enloe co-founded a number of other publicly held firms, including Capstead Mortgage Corp., Tyler Cabot Mortgage Securities Corp., and Seaman’s Corp. Mr. Enloe currently serves on the Board of Directors of Leggett & Platt, Inc. and Live Nation, Inc. Mr. Enloe holds a B.S. in Engineering from Louisiana Polytechnic University and a J.D. from Southern Methodist University. Mr. Enloe’s combination of independence, qualification as an audit committee financial expert and his experience, including past experience as an executive officer and current and past experience as a director of various public companies, qualifies him to serve as a member of our Board of Directors.
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Jack R. Lazar, 47
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is currently an independent business and financial consultant. Mr. Lazar previously was employed by Qualcomm, Inc. as Senior Vice President, Corporate Development and General Manager of Qualcomm Atheros from May 2011 to January 2013. From September 2003 until the acquisition of Atheros by Qualcomm in May 2011, Mr. Lazar served as Chief Financial Officer and Secretary of Atheros Communications, Inc., a publicly traded provider of communications semiconductor solutions. Mr. Lazar also served Atheros as Vice President of Corporate Development from February 2008 and Senior Vice President of Corporate Development from November 2010 until the acquisition by Qualcomm. From May 2002 to September 2003, Mr. Lazar was an independent business and financial consultant. From August 1999 to May 2002, Mr. Lazar served in a variety of positions at NetRatings, Inc., a publicly traded Internet audience measurement and analysis company, most recently as Executive Vice President of Corporate Development, Chief Financial Officer and Secretary. From January 1996 to August 1999, Mr. Lazar was Vice President and Chief Financial Officer of Apptitude, Inc. (acquired by hi/fn, inc. in 2000), a developer and manufacturer of network management solutions. From 1992 to 1996, Mr. Lazar held a variety of executive and management positions at Electronics for Imaging. From 1987 to 1992, Mr. Lazar worked for Price Waterhouse. Mr. Lazar is a certified public accountant and holds a B.S. in commerce with an emphasis in accounting from Santa Clara University. Mr. Lazar’s combination of independence and his experience, including past experience as an executive officer, qualifies him to serve as a member of our Board of Directors.
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Harvey B. Cash, 74
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has served as a director of Silicon Laboratories since June 1997. Mr. Cash has served as general partner of InterWest Partners, a venture capital firm, since 1986. Mr. Cash currently serves on the Board of Directors of the following public companies: Ciena Corporation, a designer and manufacturer of dense wavelength division multiplexing systems for fiber optic networks; Argo Group International Holdings, Ltd., a specialty insurance company; and First Acceptance Corp, a provider of low-cost auto insurance. Mr. Cash holds a B.S. in Electrical Engineering from Texas A&M University and an M.B.A. from Western Michigan University. Mr. Cash’s independence and experience as a director of various public companies, as well as his prior operational experience as an executive, qualifies him to serve as a member of our Board of Directors.
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G. Tyson Tuttle, 45
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has served as a director and as President and Chief Executive Officer of Silicon Laboratories since April 2012. Mr. Tuttle previously served Silicon Laboratories as Chief Operating Officer and Senior Vice President from May 2011 until April 2012, Chief Technical Officer from January 2010 to May 2011 and Vice President and General Manager of Broadcast products including the audio and video product families from May 2005 to December 2009. Mr. Tuttle joined Silicon Laboratories in 1997 as a senior design engineer. From 1999 to 2005, Mr. Tuttle served in a variety of product management, marketing and business leadership positions. Previously, Mr. Tuttle held senior design engineering positions at Crystal Semiconductor/Cirrus Logic and Broadcom Corporation where he focused on high-speed mixed-signal circuit design for hard disk drive read channel and Ethernet applications. Mr. Tuttle holds an M.S. in Electrical Engineering from UCLA and a B.S. in Electrical Engineering from Johns Hopkins University. Mr. Tuttle’s experience and understanding of our business gained through his role as our President and Chief Executive Officer as well as his years of experience as a semiconductor designer provide him with extensive insight into our operations and qualifies him to serve as a member of our Board of Directors.
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David R. Welland, 57
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co-founded Silicon Laboratories in August 1996, has served as a Vice President and director since our inception and was appointed Fellow in March 2004. From November 1991 until founding Silicon Laboratories, Mr. Welland held various positions at Crystal Semiconductor/Cirrus Logic, a designer and manufacturer of integrated circuits, including Senior Design Engineer. Mr. Welland holds a B.S. in Electrical Engineering from the Massachusetts Institute of Technology. Mr. Welland’s years of experience as a semiconductor designer provide him with extensive insight into our operations and qualifies him to serve as a member of our Board of Directors.
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Navdeep S. Sooch, 50
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co-founded Silicon Laboratories in August 1996 and has served as Chairman of the Board since our inception. Mr. Sooch served as our Chief Executive Officer from our inception through the end of fiscal 2003 and served as interim Chief Executive Officer from April 2005 to September 2005. From March 1985 until founding Silicon Laboratories, Mr. Sooch held various positions at Crystal Semiconductor/Cirrus Logic, a designer and manufacturer of integrated circuits, including Vice President of Engineering, as well as Product Planning Manager of Strategic Marketing and Design Engineer. From May 1982 to March 1985, Mr. Sooch was a Design Engineer with AT&T Bell Labs. Since October 2011, Mr. Sooch has served as the CEO of Ketra, Inc., a private company in the field of solid state lighting. Mr. Sooch holds a B.S. in Electrical Engineering from the University of Michigan, Dearborn and an M.S. in Electrical Engineering from Stanford University. Mr. Sooch’s prior experience as our Chief Executive Officer as well as a semiconductor designer provides him with extensive insight into our industry and our operations and qualifies him to serve as Chairman of our Board of Directors.
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Laurence G. Walker, 64
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has served as a director of Silicon Laboratories since June 2003. Previously, Mr. Walker co-founded and served as Chief Executive Officer of C-Port Corporation, a pioneer in the network processor industry, which was acquired by Motorola in 2000. Following the acquisition, Mr. Walker served as Vice President of Strategy for Motorola’s Network and Computing Systems Group and then as Vice President and General Manager of the Network and Computing Systems Group until 2002. From August 1996 to May 1997, Mr. Walker served as Chief Executive Officer of CertCo, a digital certification supplier. Mr. Walker served as Vice President and General Manager, Network Products Business Unit, of Digital Equipment Corporation, a computer hardware company, from January 1994 to July 1996. From 1998 to 2007, he served on the Board of Directors of McData Corporation, a provider of storage networking solutions. From 1981 to 1994, he held a variety of other management positions at Digital Equipment Corporation. Mr. Walker holds a B.S. in Electrical Engineering from Princeton University and an M.S. and Ph.D. in Electrical Engineering from the Massachusetts Institute of Technology. Mr. Walker’s combination of independence and his experience, including past experience as an executive officer, qualifies him to serve as a member of our Board of Directors.
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William P. Wood, 57
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has served as a director of Silicon Laboratories since March 1997 and as Lead Director since December 2005. Since 1996, Mr. Wood has also served as general partner of various funds associated with Silverton Partners, a venture capital firm. From 1984 to 2003, Mr. Wood was a general partner, and for certain funds created since 1996, a special limited partner, of various funds associated with Austin Ventures, a venture capital firm. Mr. Wood holds a B.A. in History from Brown University and an M.B.A. from Harvard University. Mr. Wood’s combination of independence and his experience, including past experience as an investor in numerous semiconductor and technology companies, qualifies him to serve as a member of our Board of Directors.
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Board Leadership/Independence
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Committees and Meetings
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Name
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Fees Earned or Paid
in Cash ($) |
Stock Awards
($) (1) |
Total
($)
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|||||||
William G. Bock
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35,000 | - | 35,000 | |||||||
Harvey B. Cash
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35,000 | 149,995 | 184,995 | |||||||
R. Ted Enloe III
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60,000 | 149,995 | 209,995 | |||||||
Kristen M. Onken
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40,000 | 149,995 | 189,995 | |||||||
Navdeep S. Sooch
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55,000 | 225,013 | 280,013 | |||||||
Laurence G. Walker
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60,000 | 149,995 | 209,995 | |||||||
William P. Wood
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50,000 | 149,995 | 199,995 |
(1)
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Amounts shown do not reflect compensation actually received by the director, but represent the grant date fair value as determined pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation (“ASC Topic 718”). The assumptions underlying the calculation are discussed under Note 13, Stock-Based Compensation, of the Company’s Form 10-K for the fiscal year ended December 29, 2012.
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2012
($)
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2011
($)
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|||||||
Audit fees
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1,121,000 | 940,500 | ||||||
Audit-related fees
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4,000 | 4,000 | ||||||
Tax fees
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- | 40,865 | ||||||
All other fees
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2,160 | 2,160 | ||||||
Total
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1,127,160 | 987,525 |
Beneficial Owner(1)
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Shares Beneficially
Owned |
Percentage of
Shares Beneficially Owned(2) |
||||||
G. Tyson Tuttle (3)
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92,025 | * | ||||||
Paul V. Walsh, Jr. (4)
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36,749 | * | ||||||
David P. Bresemann (5)
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74,338 | * | ||||||
Kurt W. Hoff (6)
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101,828 | * | ||||||
Jonathan D. Ivester (7)
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104,350 | * | ||||||
Navdeep S. Sooch (8)
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1,117,292 | 2.64 | % | |||||
William G. Bock (9)
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234,910 | * | ||||||
Harvey B. Cash (10)
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217,142 | * | ||||||
R. Ted Enloe III (11)
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50,000 | * | ||||||
Kristen M. Onken (12)
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50,845 | * | ||||||
Laurence G. Walker (13)
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62,031 | * | ||||||
William P. Wood (14)
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86,845 | * | ||||||
David R. Welland
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1,857,131 | 4.42 | % | |||||
Entities deemed to be affiliated with Franklin Resources, Inc. (15)
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2,105,052 | 5.01 | % | |||||
Entities deemed to be affiliated with FMR LLC (16)
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5,527,880 | 13.16 | % | |||||
Entities deemed to be affiliated with T. Rowe Price Associates, Inc. (17)
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5,815,050 | 13.84 | % | |||||
Entities deemed to be affiliated with the Vanguard Group (18)
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2,163,107 | 5.15 | % | |||||
Entities deemed to be affiliated with William Blair & Company, LLC (19)
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2,142,114 | 5.10 | % | |||||
All directors and executive officers as a group (13 persons) (20)
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4,082,486 | 9.49 | % | |||||
Total Beneficial Ownership
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21,835,689 | 50.76 | % |
(1)
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Unless otherwise indicated in the footnotes, the address for the beneficial owners named above is 400 West Cesar Chavez, Austin, Texas 78701.
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(2)
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Percentage of ownership is based on 42,019,962 shares of common stock outstanding on January 31, 2013. Shares of common stock subject to stock options which are currently exercisable or will become exercisable within 60 days after January 31, 2013 and shares of common stock subject to restricted stock units which are or will become vested within 60 days after January 31, 2013 are deemed outstanding for computing the percentage for the person or group holding such options and/or restricted stock units, but are not deemed outstanding for computing the percentage for any other person or group.
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(3)
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Includes 24,511 shares issuable upon exercise of stock options and 14,339 shares issuable upon the release of vested restricted stock units.
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(4)
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Includes 20,146 shares issuable upon exercise of stock options and 6,028 shares issuable upon the release of vested restricted stock units.
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(5)
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Includes 28,764 shares issuable upon exercise of stock options and 12,881 shares issuable upon the release of vested restricted stock units.
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(6)
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Includes 87,500 shares issuable upon exercise of stock options and 13,175 shares issuable upon the release of vested restricted stock units.
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(7)
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Includes 1,700 shares held in family trusts, 33,497 shares issuable upon exercise of stock options, and 9,668 shares issuable upon the release of vested restricted stock units. Mr. Ivester shares voting and investment power with respect to the 1,700 shares held in the family trusts.
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(8)
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Includes 277,167 shares issuable upon exercise of stock options.
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(9)
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Includes 196,250 shares issuable upon exercise of stock options and 21,162 shares issuable upon the release of vested restricted stock units.
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(10)
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Includes 90,776 shares held in a family trust, 55,000 shares issuable upon exercise of stock options, and 70,645 shares pledged to a financial institution to secure certain personal obligations of Mr. Cash. Mr. Cash has sole voting and investment power of the 90,776 shares held in the family trust.
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(11)
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Includes 50,000 shares issuable upon exercise of stock options.
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(12)
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Includes 40,000 shares issuable upon exercise of stock options.
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(13)
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Includes 8,253 shares held in a family trust and 53,750 shares issuable upon exercise of stock options. Mr. Walker has sole voting and investment power with respect to the 8,253 shares held in the family trust.
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(14)
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Includes 55,000 shares issuable upon exercise of stock options.
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(15)
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Pursuant to a Schedule 13G dated February 12, 2013 filed with the SEC, Franklin Resources, Inc. reported that as of December 31, 2012 it and certain related entities had sole voting and dispositive power over 2,042,452 shares and that its address is One Franklin Parkway, San Mateo, California 94403.
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(16)
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Pursuant to a Schedule 13G/A dated February 14, 2013 filed with the SEC, FMR LLC reported that as of December 31, 2012 it and certain related entities did not have sole voting power over any shares and had sole dispositive power over 5,527,880 shares and that its address is 82 Devonshire Street, Boston, Massachusetts 02109.
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(17)
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Pursuant to a Schedule 13G/A dated February 6, 2013 filed with the SEC, T. Rowe Price Associates, Inc. reported that as of December 31, 2012 it had sole voting power over 1,277,200 shares and sole dispositive power over 5,815,050 shares and that its address is 100 East Pratt Street, Baltimore, Maryland 21202.
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(18)
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Pursuant to a Schedule 13G dated February 11, 2013 filed with the SEC, The Vanguard Group reported that as of December 31, 2012 it and certain related entities had sole voting power over 30,245 shares and sole dispositive power over 2,163,107 shares and that its address is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.
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(19)
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Pursuant to a Schedule 13G/A dated February 4, 2013 filed with the SEC, William Blair & Company, L.L.C. reported that as of December 31, 2012 it and certain related entities had sole voting and dispositive power over 2,142,114 shares and that its address is 222 West Adams, Chicago, Illinois 60606.
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(20)
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Includes an aggregate of 921,585 shares issuable upon exercise of stock options and an aggregate of 77,253 shares issuable upon the release of vested restricted stock units.
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R. Ted Enloe III (Chairman)
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Kristen M. Onken
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Laurence G. Walker
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William P. Wood
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Name
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Age
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Position
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Navdeep S. Sooch
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50
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Chairman of the Board
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G. Tyson Tuttle
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45
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Chief Executive Officer, President and Director
|
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Paul V. Walsh, Jr.
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48
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Former Chief Financial Officer and Senior Vice President
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David P. Bresemann
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47
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Chief Product Officer and Senior Vice President
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Kurt W. Hoff
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55
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Senior Vice President of Worldwide Sales and Segment Marketing
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Jonathan D. Ivester
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57
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Senior Vice President of Worldwide Operations
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David R. Welland
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57
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Vice President and Director
|
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William G. Bock
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62
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Interim Chief Financial Officer, Senior Vice President and Director
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Harvey B. Cash
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74
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Director
|
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R. Ted Enloe III
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74
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Director
|
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Kristen M. Onken
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63
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Director
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Laurence G. Walker
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64
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Director
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William P. Wood
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57
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Director
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G. Tyson Tuttle
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has served as a director and as President and Chief Executive Officer of Silicon Laboratories since April 2012. Mr. Tuttle previously served Silicon Laboratories as Chief Operating Officer and Senior Vice President from May 2011 until April 2012, Chief Technical Officer from January 2010 to May 2011 and Vice President and General Manager of Broadcast products including the audio and video product families from May 2005 to December 2009. Mr. Tuttle joined Silicon Laboratories in 1997 as a senior design engineer. From 1999 to 2005, Mr. Tuttle served in a variety of product management, marketing and business leadership positions. Previously, Mr. Tuttle held senior design engineering positions at Crystal Semiconductor/Cirrus Logic and Broadcom Corporation where he focused on high-speed mixed-signal circuit design for hard disk drive read channel and Ethernet applications. Mr. Tuttle holds an M.S. in Electrical Engineering from UCLA and a B.S. in Electrical Engineering from Johns Hopkins University.
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Paul V. Walsh, Jr.
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served as Chief Financial Officer of Silicon Laboratories from July 2011 until his resignation on February 22, 2013. Mr. Walsh previously served as Vice President of Finance and Chief Accounting Officer from November 2006 to July 2011. Mr. Walsh previously served as Corporate Controller from March 2005. From January 2009 through September 2010, Mr. Walsh served on the Board of Directors of Rio Holdings, Inc. (previously Grande Communications, Inc.), a provider of cable, Internet and phone services, where he also served as the Chairman of the Audit Committee and as a member of the Finance Committee. Prior to joining Silicon Laboratories, Mr. Walsh was Site Controller from February 2003 to January 2004 with PerkinElmer, a supplier to the health sciences and photonics markets. From 1992 to 2003, Mr. Walsh held various operational, finance and management roles at Analog Devices and Teradyne, in the Boston area. Mr. Walsh received his B.S. in Mechanical Engineering from the University of Maine, and an M.B.A from Boston University.
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David P. Bresemann
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has served as Chief Product Officer of Silicon Laboratories since November 2012. Mr. Bresemann was promoted to Senior Vice President in April 2012. Mr. Bresemann served as Vice President and General Manager of Broadcast products from 2010 to 2012. From 2002 to 2009, Mr. Bresemann served as Vice President and General Manager of Wireline products. Mr. Bresemann joined Silicon Laboratories in 1998 as the Director of Marketing and helped craft the company’s marketing strategy for its first Wireline products. Prior to joining Silicon Laboratories, Mr. Bresemann served as the Director of
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Marketing for Consumer and Professional Audio Products at Crystal Semiconductor/Cirrus Logic from 1992 to 1998. From 1988 to 1992, Mr. Bresemann held various sales positions for Analog Devices. Mr. Bresemann holds a B.S. in electrical engineering from the University of Arizona.
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Kurt W. Hoff
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has served as the senior Vice President of Worldwide Sales for Silicon Laboratories since July 2007 and Senior Vice President of Worldwide Sales and Segment Marketing since November 2012. From 2005 until July 2007, he managed the company’s European sales and operations. Prior to joining Silicon Laboratories in 2005, Mr. Hoff served as president, Chief Executive Officer and director of Cognio. Mr. Hoff also managed the operations and sales of C-Port Corporation, a network processor company acquired by Motorola in May 2000. Additionally, Mr. Hoff spent 10 years in various sales positions at AMD. Mr. Hoff holds a B.S. in Physics from the University of Illinois and an M.B.A. from the University of Chicago.
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Jonathan D. Ivester
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has served as Senior Vice President of Worldwide Operations since June 2008. He served as Vice President of Worldwide Operations since May 2005. He joined Silicon Laboratories in September 1997 as Vice President. Previously, Mr. Ivester was with Applied Materials, a supplier of equipment and services to the semiconductor industry, and served as Director of Manufacturing and Director of U.S. Procurement in addition to various engineering and manufacturing management positions. Mr. Ivester also was a scientist at Bechtel Corporation, an engineering and construction company, and at Abcor, Inc., an ultrafiltration company and subsidiary of Koch Industries. Mr. Ivester holds a B.S. in Chemistry from the Massachusetts Institute of Technology and an M.B.A. from Stanford University.
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David R. Welland
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co-founded Silicon Laboratories in August 1996, has served as a Vice President and director since our inception and was appointed Fellow in March 2004. From November 1991 until founding Silicon Laboratories, Mr. Welland held various positions at Crystal Semiconductor/Cirrus Logic, a designer and manufacturer of integrated circuits, including Senior Design Engineer. Mr. Welland holds a B.S. in Electrical Engineering from the Massachusetts Institute of Technology. Mr. Welland’s years of experience as a semiconductor designer provide him with extensive insight into our operations and qualifies him to serve as a member of our Board of Directors.
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●
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We increased design wins to record levels, with total wins improving by 30 percent in absolute terms.
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●
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We maintained our number one market share for our video technology among TV makers while increasing our market share.
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●
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We exited a non-strategic business in touch controllers for smart phones and focused those resources on our Broad-based products, which represented nearly half of the company revenue exiting the year.
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●
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We acquired a late stage private company with 32-bit ZigBee MCUs that augments our portfolio of products targeting the Internet of Things, which we believe is one of the most significant mixed-signal opportunities of this decade.
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●
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did not raise salaries and instead emphasized performance-based compensation;
|
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●
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approved cash incentive award targets tied to our 2012 financial performance (such awards to our continuing Named Executive Officers ultimately paid out at 102.8% of the targeted amounts due to strong performance);
|
|
●
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approved long-term incentive compensation, in the form of a combination of restricted stock unit and market stock unit awards in February 2012 to further align the incentives of the executives and stockholders, retain key employees, and reward performance; and
|
|
●
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approved the separation arrangements with our Former CEO.
|
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●
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We do not provide excise tax gross-ups in the event of a change in control.
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●
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All change in control agreements contain double trigger (rather than single trigger) change in control provisions.
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●
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We have stock ownership guidelines for our CEO that require the holding of shares of our common stock with a value equal to a multiple of three times his base salary (following a phase-in period).
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●
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We have stock ownership requirements for our Board of Directors to require the holding of shares of our common stock with a value equal to three times their annual cash retainer (following a phase-in period).
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●
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We do not provide significant perquisites or other personal benefits to our executive officers. Other than an annual physical examination paid for by the Company, our executive officers participate in broad-based company-sponsored health and welfare benefits programs on the same basis as our other salaried employees.
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●
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We have operated with the roles of Chairman of the Board and Chief Executive Officer separated for several years.
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●
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We do not offer pension arrangements, retirement plans, or nonqualified deferred compensation plans or arrangements to our executive officers, other than the 401(k) plan offered to our other salaried employees.
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●
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The compensation consultant engaged by the Compensation Committee does not provide any other services to the Company.
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●
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We conduct an annual review of our compensation programs for executive officers and other employees to assess the level of risk associated with those programs and the effectiveness of our policies and practices for monitoring and managing these risks.
|
Cirrus Logic
|
NetLogic Microsystems
|
Cypress Semiconductor Corporation
|
PMC-Sierra Inc.
|
Integrated Device Technology, Inc.
|
Power Integrations Inc.
|
Intersil Corporation
|
RF Micro Devices, Inc.
|
Linear Technology Corporation |
Semtech Corporation
|
Microchip Technology Inc.
|
Skyworks Solutions, Inc. |
Microsemi Corporation
|
Standard Microsystems Corporation
|
2012 Base Salary
|
||||
Named Executive Officer
|
($) (1)
|
|||
G. Tyson Tuttle (2)
|
450,000 | |||
Paul V. Walsh, Jr.
|
300,000 | |||
David P. Bresemann
|
290,000 | |||
Kurt W. Hoff
|
295,000 | |||
Jonathan D. Ivester
|
295,000 | |||
Mark A. Downing (3)
|
283,550 | |||
Necip Sayiner
|
600,000 |
|
●
|
Mr. Tuttle – MBOs for Mr. Tuttle in his capacity as Chief Operating Officer included the following categories: revenue growth, strategy and new product initiatives, execution and productivity goals and organizational development.
|
|
●
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Mr. Bresemann – MBOs for our Chief Product Officer included the following categories: product line development, strategy and new product initiatives, execution and productivity goals and organizational development.
|
|
●
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Mr. Hoff – MBOs for our Senior Vice President of Worldwide Sales and Segment Marketing included the following categories: managing sales expenses, revenue forecast accuracy, business expansion, organizational development, product line specific goals and channel management goals.
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|
●
|
Mr. Ivester – MBOs for our Senior Vice President of Worldwide Operations included the following categories: cost reduction projects, supply chain management, quality and customer satisfaction, new product introductions, process improvements, and organizational development.
|
Named Executive Officer
|
Target Annual Cash
Incentive Award
Opportunity (as a
Percentage of Base
Salary)
(%)
|
Performance Metrics
|
Weighting %
|
G. Tyson Tuttle as COO
|
100
|
Adjusted Diluted EPS
|
60
|
(Through March 31, 2012)
|
|||
MBOs
|
40
|
||
G. Tyson Tuttle as CEO
|
|||
(Beginning April 1, 2012)
|
125
|
Adjusted Diluted EPS
|
100
|
Paul V. Walsh
|
75
|
Adjusted Diluted EPS
|
100
|
Adjusted Revenue
|
20
|
||
David P. Bresemann
|
75
|
Adjusted Gross Margin
|
20
|
(Beginning April 1, 2012)
|
Adjusted Diluted EPS
|
20
|
|
MBOs
|
40
|
||
Adjusted Revenue
|
30
|
||
Kurt W. Hoff
|
75
|
Adjusted Gross Margin
|
30
|
MBOs
|
40
|
||
Adjusted Revenue
|
30
|
||
Jonathan D. Ivester
|
75
|
Adjusted Gross Margin
|
30
|
MBOs
|
40
|
||
Necip Sayiner
(Through March 31, 2012)
|
110
|
Adjusted Diluted EPS
|
100
|
Adjusted Revenue
|
20
|
||
Mark A. Downing
|
75
|
Adjusted Gross Margin
|
20
|
(Beginning April 1, 2012)
|
Adjusted Diluted EPS
|
20
|
|
MBOs
|
40
|
Named Executive Officer
|
Target Bonus as a
Percent of Base Salary
(%)
|
Actual Bonus as a
Percent of Base
Salary (%)
|
||||||
G. Tyson Tuttle (Through March 31, 2012)
|
100 | 111 | ||||||
G. Tyson Tuttle (Beginning April 1, 2012)
|
125 | 139 | ||||||
Paul V. Walsh, Jr.
|
75 | 87 | ||||||
David P. Bresemann
|
75 | 75 | ||||||
Kurt W. Hoff
|
75 | 67 | ||||||
Jonathan D. Ivester
|
75 | 67 |
RSU Awards
|
MSU Awards
|
|||||||||||
Named Executive
Officer
|
Number of
Shares
(#)
|
Grant
Date Value ($)
|
Nominal
Number
of Shares (#)
|
Grant Date
Value
($)
|
||||||||
G. Tyson Tuttle
|
6,958 | 311,718 | 6,800 | 418,472 | ||||||||
Paul V. Walsh, Jr.
|
6,060 | 271,487 | 7,700 | 473,858 | ||||||||
David P. Bresemann
|
5,836 | 261,452 | 6,500 | 400,010 | ||||||||
Kurt W. Hoff
|
5,387 | 241,337 | 6,000 | 369,240 | ||||||||
Jonathan D. Ivester
|
5,387 | 241,337 | 3,900 | 240,006 | ||||||||
Mark A. Downing
|
3,592 | 160,921 | 2,900 | 178,466 |
|
●
|
Mr. Tuttle also received a grant of 59,953 MSUs with a grant date fair value of $2,823,187 with a performance period beginning on the grant date and ending on the third anniversary of the grant date in connection with his promotion to Chief Executive Officer and President.
|
|
●
|
Mr. Downing also received a grant of 2,998 RSUs with a grant date fair value of $125,016 and a grant of 2,998 MSUs with a grant date fair value of $141,176 with a performance period beginning on the grant date and ending on the third anniversary of the grant date in connection with his promotion to Senior Vice President Broad Based.
|
|
●
|
In connection with his separation agreement, awards granted to Mr. Sayiner in previous years were modified. The incremental fair value of these modified awards was $1,931,915.
|
● |
foster retention by providing a sufficient economic incentive to remain with the Company through a change in control and in support of an acquiring entity;
|
● |
promote the orderly succession of talent; and
|
● |
encourage objectivity and independence when considering various corporate transactions.
|
Laurence G. Walker (Chairman)
Harvey B. Cash
Navdeep S. Sooch
William P. Wood
|
Name and Principal Position
|
Year
|
Salary
|
Bonus
|
Stock Awards
|
Option
|
Non-equity
|
All Other
|
Total
|
||||||||||||||||
Awards
|
Incentive Plan
|
Compensation
|
||||||||||||||||||||||
Compensation
|
||||||||||||||||||||||||
($)
|
($)
|
($)(1)
|
($)(1)
|
($)(2)
|
($)(3)
|
($)
|
||||||||||||||||||
G. Tyson Tuttle (4)
|
2012 | 428,462 | - | 3,553,376 | - | 569,009 | 5,672 | 4,556,519 | ||||||||||||||||
Chief Executive Officer, President
|
||||||||||||||||||||||||
and Director
|
2011 | 345,500 | - | 5,344,435 | - | 117,421 | 5,940 | 5,813,296 | ||||||||||||||||
Paul V. Walsh, Jr. (5)
|
2012 | 300,000 | - | 745,345 | - | 262,072 | 5,605 | 1,313,022 | ||||||||||||||||
Chief Financial Officer and Senior
|
||||||||||||||||||||||||
Vice President
|
2011 | 279,039 | - | 1,694,424 | - | 54,322 | 5,850 | 2,033, 635 | ||||||||||||||||
2010 | 232,693 | - | 409,014 | - | 70,875 | 5,547 | 718,129 | |||||||||||||||||
David P. Bresemann (6)
|
2012 | 290,000 | - | 661,462 | - | 217,926 | 5,585 | 1,174,973 | ||||||||||||||||
Senior Vice President and Chief
|
||||||||||||||||||||||||
Product Officer
|
||||||||||||||||||||||||
Kurt W. Hoff (7)
|
2012 | 295,000 | - | 610,577 | - | 198,264 | 5,595 | 1,109,436 | ||||||||||||||||
Senior Vice President of Worldwide
|
||||||||||||||||||||||||
Sales and Segment Marketing
|
2011 | 293,962 | - | 690,959 | - | 86,507 | 5,858 | 1,077,286 | ||||||||||||||||
2010 | 284,000 | 894,031 | - | 182,272 | 5,582 | 1,365,885 | ||||||||||||||||||
Jonathan D. Ivester
|
2012 | 295,000 | - | 481,343 | - | 198,264 | 595 | 975,202 | ||||||||||||||||
Senior Vice President of Worldwide
|
||||||||||||||||||||||||
Operations
|
2011 | 293,962 | - | 518,285 | - | 89,248 | 858 | 902,353 | ||||||||||||||||
2010 | 284,769 | - | 656,024 | - | 184,846 | 5,582 | 1,131,221 | |||||||||||||||||
Necip Sayiner (8)
|
2012 | 391,684 | - | 1,686,916 | (9) | 244,999 | (9) | 224,412 | 1,143,622 | (10) | 3,691,633 | |||||||||||||
Former Chief Executive Officer,
|
||||||||||||||||||||||||
President and Director
|
2011 | 597,116 | - | 2,371,390 | - | 170,693 | 5,940 | 3,145,139 | ||||||||||||||||
2010 | 571,154 | - | 4,481,012 | - | 479,415 | 5,582 | 5,537,163 | |||||||||||||||||
Mark A. Downing(11)
|
2012 | 277,842 | - | 605,579 | - | 219,090 | 5,559 | 1,108,070 | ||||||||||||||||
(1)
|
Amounts shown do not reflect compensation actually received by the Named Executive Officer, but represent the grant date fair value as determined pursuant to ASC Topic 718 (disregarding any estimate of forfeitures). The assumptions underlying the calculation under ASC Topic 718 are discussed under Note 13, Stock-Based Compensation, in our Form 10-K for the fiscal year ended December 29, 2012.
|
(2)
|
Represents amounts earned under the 2012 Bonus Plan for services rendered in fiscal 2012, 2011 Bonus Plan for services rendered in fiscal 2011, the 2010 Bonus Plan for services rendered in fiscal 2010.
|
(3)
|
Consists of payments by us for Company-paid life insurance premiums and employer matching contributions into the Company’s 401(k) Plan, unless noted otherwise.
|
(4)
|
Mr. Tuttle served as the Company’s Chief Operating Officer and Senior Vice President until April 18, 2012. Since April 19, 2012 Mr. Tuttle has served as the Company’s Chief Executive Officer, President and Director. During fiscal 2012, Mr. Tuttle did not receive any compensation for his services provided as a director.
|
(5)
|
Mr. Walsh served as the Company’s Vice President of Finance and Chief Financial Officer until April 26, 2012. Since April 27, 2012 Mr. Walsh has served as the Company’s Senior Vice President and Chief Financial Officer.
|
(6)
|
Mr. Bresemann served as the Company’s Vice President and General Manager until April 26, 2012. From April 27, 2012 until November 26, 2012 Mr. Bresemann has served as the Company’s Senior Vice President of Vertical. Since November 27, 2012 Mr. Bresemann has served as the Company’s Senior Vice President and Chief Product Officer.
|
(7)
|
Mr. Hoff served as the Company’s Vice President of Worldwide Sales until April 26, 2012. From April 27, 2012 until November 26, 2012 Mr. Hoff has served as the Company’s Senior Vice President of Worldwide Sales. Since November 27, 2012 Mr. Hoff has served as the Company’s Senior Vice President of Worldwide Sales and Segment Marketing.
|
(8)
|
Mr. Sayiner served as our Chief Executive Officer, President and as Director until April 18, 2012. During fiscal 2012, 2011 and 2010, Mr. Sayiner did not receive any compensation for his services provided as a director.
|
(9)
|
Represents the incremental fair value of grants modified in connection with Mr. Sayiner’s separation agreement, in accordance with ASC Topic 718.
|
(10)
|
Includes a cash severance payment of $1,131,030, COBRA payments of $9,700, $2,500 of employer matching contributions into the Company’s 401(k) Plan and $392 in Company-paid life insurance premiums.
|
(11)
|
Mr. Downing served as our former Senior Vice President, Broad-based Markets until November 27, 2012.
|
GRANTS OF PLAN-BASED AWARDS TABLE FOR FISCAL 2012
|
|||||||||||||||||||||||||||||||||
Name
|
Grant Date
|
Estimated Future Payouts Under
Non-equity Incentive Plan Awards (1) ($)
|
Estimated Future Payouts
Under Equity Incentive Plan Awards (2) (#)
|
All Other Stock
Awards: Number of Shares of Stock or Units (3) (#) |
Grant Date Fair
Value of Stock and Option Awards (4) ($) |
||||||||||||||||||||||||||||
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
|
||||||||||||||||||||||||||||
G. Tyson Tuttle
|
2/29/2012
4/19/2012
|
5,168 | 521,131 | 730,013 | - - |
6,800
59,953
|
20,400
179,859
|
6,958 |
730,190
2,823,187
|
||||||||||||||||||||||||
Paul V. Walsh, Jr.
|
2/29/2012
|
5,100 | 225,000 | 337,500 | - | 7,700 | 23,100 | 6,060 | 745,345 | ||||||||||||||||||||||||
David P. Bresemann
|
2/29/2012
|
986 | 217,500 | 282,750 | - | 6,500 | 19,500 | 5,836 | 661,462 | ||||||||||||||||||||||||
Kurt W. Hoff
|
2/29/2012
|
1,505 | 221,250 | 287,625 | - | 6,000 | 18,000 | 5,387 | 610,577 | ||||||||||||||||||||||||
Jonathan D. Ivester
|
2/29/2012
|
1,505 | 221,250 | 287,625 | - | 3,900 | 11,700 | 5,387 | 481,343 | ||||||||||||||||||||||||
Necip Sayiner
|
14,961 | 149,608 | 224,412 | - | - | 1,931,915 | (5) | ||||||||||||||||||||||||||
Mark A. Downing
|
2/29/2012
4/19/2012
|
1,064 | 209,509 | 253,214 | - |
2,900
2,998
|
8,700
8,994
|
3,592
2,998
|
339,387
266,192
|
(1)
|
Amounts shown represent amounts that were available under the 2012 Bonus Plan. Actual bonuses received under the 2012 Bonus Plan by the executive officers are reported in the Summary Compensation Table under the column entitled “Non-Equity Incentive Plan Compensation.”
|
(2)
|
Represents market stock units where the target amount set forth above is subject to adjustment based upon our stock price performance relative to an established semiconductor index.
|
(3)
|
Represents restricted stock units.
|
(4)
|
Includes grant date fair value of both the market stock units and restricted stock units. A discussion of the assumptions underlying the calculation under ASC Topic 718 are discussed under Note 13, Stock-Based Compensation, in our Form 10-K for the fiscal year ended December 29, 2012.
|
(5)
|
Represents the incremental fair value of grants modified in connection with Mr. Sayiner’s separation agreement, in accordance with ASC Topic 718.
|
Option Awards
|
Stock Awards | ||||||||||||||||||||||||||||||
Number of Securities
|
Equity Incentive Plan Awards:
|
||||||||||||||||||||||||||||||
Underlying Unexercised
|
Number of
|
Market
|
Number of
|
Market or Payout
|
|||||||||||||||||||||||||||
Options (#)
|
Shares or
|
Value of
|
Unearned
|
Value of Unearned
|
|||||||||||||||||||||||||||
Option
|
Units of
|
Shares or
|
Shares, Units or
|
Shares, Units or
|
|||||||||||||||||||||||||||
Exercise
|
Option
|
Stock That
|
Units That
|
Other Rights
|
Other Rights That
|
||||||||||||||||||||||||||
Price
|
Expiration
|
Have Not
|
Have Not
|
That Have Not
|
Have Not Vested
|
||||||||||||||||||||||||||
Name
|
Exercisable
|
Unexercisable
|
($)
|
Date
|
Vested (#)
|
Vested ($)
|
Vested (#)
|
($)
|
|||||||||||||||||||||||
G. Tyson Tuttle
|
96,340 | (1) | 3,997,147 | 70,453 | (2) | 2,923,095 | |||||||||||||||||||||||||
13,000 | - | 32.11 |
2/15/2017
|
||||||||||||||||||||||||||||
11,511 | - | 31.96 |
2/15/2018
|
||||||||||||||||||||||||||||
Paul V. Walsh, Jr.
|
37,150 | (3) | 1,541,354 | 11,400 | (4) | 472,986 | |||||||||||||||||||||||||
10,000 | - | 50.48 |
2/2/2014
|
||||||||||||||||||||||||||||
3,793 | - | 25.07 |
5/2/2015
|
||||||||||||||||||||||||||||
6,353 | - | 31.96 |
2/15/2018
|
||||||||||||||||||||||||||||
David P. Bresemann
|
27,464 | (5) | 1,139,481 | 11,800 | (6) | 489,582 | |||||||||||||||||||||||||
1,667 | - | 33.17 |
8/10/2014
|
||||||||||||||||||||||||||||
3,710 | - | 36.81 |
12/19/2015
|
||||||||||||||||||||||||||||
11,334 | - | 32.11 |
2/15/2017
|
||||||||||||||||||||||||||||
15,053 | - | 31.96 |
2/15/2018
|
||||||||||||||||||||||||||||
Kurt W. Hoff
|
27,747 | (7) | 1,151,223 | 11,500 | (8) | 477,135 | |||||||||||||||||||||||||
20,000 | - | 34.29 |
1/3/2015
|
||||||||||||||||||||||||||||
50,000 | - | 34.60 |
7/2/2017
|
||||||||||||||||||||||||||||
17,500 | - | 31.96 |
2/15/2018
|
||||||||||||||||||||||||||||
Jonathan D. Ivester
|
22,403 | (9) | 929,500 | 7,600 | (10) | 315,324 | |||||||||||||||||||||||||
20,000 | - | 38.50 |
8/18/2013
|
||||||||||||||||||||||||||||
16,171 | - | 33.17 |
8/10/2014
|
||||||||||||||||||||||||||||
15,590 | - | 36.81 |
12/19/2015
|
||||||||||||||||||||||||||||
3,751 | - | 32.11 |
2/15/2017
|
||||||||||||||||||||||||||||
985 | - | 31.96 |
2/15/2018
|
||||||||||||||||||||||||||||
Necip Sayiner
|
- | - | - | - | - | - | |||||||||||||||||||||||||
Mark A. Downing
|
63,756 | - | 37.44 |
7/23/2017
|
21,014 | (11) | 871,871 | 8,898 | (12) | 369,178 | |||||||||||||||||||||
(1)
|
Represents 14,339 RSUs granted on February 15, 2010, 8,376 RSUs granted on February 15, 2011, 66,667 RSUs granted on May 12, 2011, and 6,958 RSUs granted on February 29, 2012. Assuming continued service, the RSUs associated with these grants vest as follows: 14,339 on the third anniversary of the grant date; 8,376 on the third anniversary of the grant date; approximately 33,333 on each of May 15, 2013 and May 15, 2014; and 6,958 on February 15, 2015, respectively.
|
(2)
|
Represents 3,700 MSUs granted on February 15, 2011, 6,800 MSUs granted on February 29, 2012, and 59,953 MSUs granted on April 19, 2012. Assuming continued service, the MSUs associated with these grants vest as follows: on January 31, 2014, on January 31, 2015, and on May 15, 2015, respectively, with the actual payout contingent upon meeting certain performance criteria.
|
(3)
|
Represents 6,028 RSUs granted on February 15, 2010, 3,062 RSUs granted on February 15, 2011, 22,000 RSUs granted on July 3, 2011, and 6,060 RSUs granted on February 29, 2012. Assuming continued service, the RSUs associated with these grants vest as follows: 6,028 on the third anniversary of the grant date; 3,062 on the third anniversary of the grant date; 11,000 on each of July 15, 2013 and July 15, 2014; and 6,060 on February 15, 2015, respectively.
|
(4)
|
Represents 3,700 MSUs granted on February 15, 2011 and 7,700 MSUs granted on February 29, 2012. Assuming continued service, the MSUs associated with these grants vest on January 31 in the third year following the year in which the award was granted, with the actual payout contingent upon meeting certain performance criteria.
|
(5)
|
Represents 12,881 RSUs granted on February 15, 2010, 8,747 RSUs granted on February 15, 2011, and 5,836 RSUs granted on February 29, 2012. Assuming continued service, the RSUs associated with these grants vest on February 15 in the third year following the year in which the award was granted, respectively.
|
(6)
|
Represents 5,300 MSUs granted on February 15, 2011 and 6,500 MSUs granted on February 29, 2012. Assuming continued service, the MSUs associated with these grants vest on January 31 in the third year following the year in which the award was granted, with the actual payout contingent upon meeting certain performance criteria.
|
(7)
|
Represents 13,175 RSUs granted on February 15, 2010, 9,185 RSUs granted on February 15, 2011, and 5,387 RSUs granted on February 29, 2012. Assuming continued service, the RSUs associated with these grants vest on February 15 in the third year following the year in which the award was granted, respectively.
|
(8)
|
Represents 5,500 MSUs granted on February 15, 2011 and 6,000 MSUs granted on February 29, 2012. Assuming continued service, the MSUs associated with these grants vest on January 31 in the third year following the year in which the award was granted, with the actual payout contingent upon meeting certain performance criteria.
|
(9)
|
Represents 9,668 RSUs granted on February 15, 2010, 7,348 RSUs granted on February 15, 2011, and 5,387 RSUs granted on February 29, 2012. Assuming continued service, the RSUs associated with these grants vest on February 15 in the third year following the year in which the award was granted, respectively.
|
(10)
|
Represents 3,700 MSUs granted on February 15, 2011 and 3,900 MSUs granted on February 29, 2012. Assuming continued service, the MSUs associated with these grants vest on January 31 in the third year following the year in which the award was granted, with the actual payout contingent upon meeting certain performance criteria.
|
(11)
|
Represents 8,607 RSUs granted on February 15, 2010, 5,817 RSUs granted on February 15, 2011, 3,592 RSUs granted on February 29, 2012 and 2,998 RSUs granted on April 19, 2012. Assuming continued service, the RSUs associated with these grants vest on February 15, 2013, February 15, 2014, on February 15, 2015 and on April 15, 2015, respectively.
|
(12)
|
Represents 3,000 MSUs granted on February 15, 2011, 2,900 MSUs granted on February 29, 2012 and 2,998 MSUs granted on April 19, 2012. Assuming continued service, the MSUs associated with these grants vest as follows: on January 31, 2014, on January 31, 2015 and on May 15, 2015, with the actual payout contingent upon meeting certain performance criteria.
|
Option Awards
|
Stock Awards
|
|||||||||||||||
Name
|
Number of
Shares Acquired on Exercise (#) |
Value Realized
on Exercise ($) |
Number of
Shares Acquired on Vesting (#) |
Value Realized
on Vesting ($) |
||||||||||||
G. Tyson Tuttle
|
54,413 | 2,083,971 | ||||||||||||||
Paul V. Walsh, Jr.
|
21,214 | 856,140 | ||||||||||||||
David P. Bresemann
|
20,740 | 934,335 | ||||||||||||||
Kurt W. Hoff
|
18,948 | 853,606 | ||||||||||||||
Jonathan D. Ivester
|
13,000 | 147,221 | 15,944 | 718,276 | ||||||||||||
Necip Sayiner
|
385,000 | 4,025,473 | 182,291 | 7,716,296 | ||||||||||||
Mark A. Downing
|
15,743 | 709,221 |
|
●
|
Automatic Acceleration of Awards if not Assumed: In the event that we experience a change in control, the vesting of outstanding equity awards will automatically fully accelerate and any transfer restrictions or repurchase rights will lapse, unless the awards are assumed or replaced by the successor company or otherwise continued in effect.
|
|
●
|
Discretionary Acceleration of Awards: Our Compensation Committee, as plan administrator of the Plans has the authority to accelerate the vesting of all outstanding equity awards at any time, including in the event of a change in control of the Company, by means of a “hostile take-over” or otherwise, whether or not those awards are assumed or replaced or otherwise continued in effect. Under the 2000 Plan, any options so accelerated shall remain exercisable until the expiration or sooner termination of the option term in the case of a hostile take-over.
|
|
●
|
Acceleration Upon Termination After a Change in Control: During a change in control, our Compensation Committee may provide for the acceleration of vesting if a participant (including a Named Executive Officers) is Involuntarily Terminated within a period of 18 months following a change in control. Pursuant to this authority, the terms of the stock options and stock awards granted to the Named Executive Officers and other participants under the Plans provide for such acceleration in vesting in the event of Involuntary Termination within 18 months following a change in control. Under the 2000 Plan, any options so accelerated shall remain exercisable until the earlier of (i) one year from the date of the participant’s termination and (ii) the expiration of the option term in the case of a change of control, and until the expiration or sooner termination of the option term in the case of a hostile take-over. Involuntary Termination includes termination by the successor company for reasons other than misconduct or resignation by the individual following a material reduction in duties, a greater than 15% reduction in compensation, or involuntary relocation by more than 50 miles.
|
Name
|
Intrinsic Value of
Accelerated Equity(1) ($) |
|||
G. Tyson Tuttle
|
4,741,853 | |||
Paul V. Walsh, Jr.
|
1,738,900 | |||
David P. Bresemann
|
1,355,260 | |||
Kurt W. Hoff
|
1,364,089 | |||
Jonathan D. Ivester
Mark A. Downing
|
1,070,678 1,010,479 |
(1)
|
Value is based upon the closing selling price per share of our common stock on the NASDAQ Global Select Market on the last trading day of fiscal 2012, which was $41.49, less (if applicable) the option exercise price payable per share.
|
A | B | C | ||||||||||
Plan Category
|
Number of
Securities to be Issued Upon Exercise of Outstanding Options and Rights (#) |
Weighted
Average Exercise Price of Outstanding Options ($) |
Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A) (#)
|
|||||||||
Equity Compensation Plans
Approved by Stockholders (1) |
3,403,313 | (2) | 35.86 | (3) | 3,952,822 | (4) | ||||||
Equity Compensation Plans
Not Approved by Stockholders |
- | - | - | |||||||||
Total
|
3,403,313 | 35.86 | 3,952,822 |
(1)
|
Consists of our 2000 Stock Incentive Plan, our 2009 Stock Incentive Plan and our 2009 Employee Stock Purchase Plan. No shares remain issuable under our prior 2000 Stock Incentive Plan, except for those that are subject to outstanding awards.
|
(2)
|
Includes 1,707,652 shares of common stock subject to full value awards that vest over the holders’ period of continued service and 1,695,661 shares of common stock issuable upon the exercise of stock options with a weighted average remaining term of 2.6 years. Excludes purchase rights accruing under our 2009 Employee Stock Purchase Plan. Under the 2009 Employee Stock Purchase Plan, each eligible employee may contribute up to 15% of his or her base salary to purchase shares of our common stock at semi-annual intervals on the last U.S. business day of April and October each year at a purchase price per share equal to 85% of the lower of (i) the closing selling price per share of our common stock on the employee’s entry date into the two-year offering period in which that semi-annual purchase date occurs and (ii) the closing selling price per share on the semi-annual purchase date.
|
(3)
|
Calculated without taking into account 1,707,652 shares of common stock subject to outstanding full value awards that will become issuable as those awards vest without any cash consideration for such shares.
|
(4)
|
Consists of shares available for future issuance under our 2009 Stock Incentive Plan and our 2009 Employee Stock Purchase Plan. As of December 29, 2012, an aggregate of 825,862 shares of our common stock were available for issuance under our 2009 Employee Stock Purchase Plan and 3,126,960 shares of our common stock were available for issuance in connection with future awards under our 2009 Stock Incentive Plan.
|
In thousands, except per
share data |
Year Ended
December 29, 2012
|
|||||||||||||||||||||||||||||||||||||||
GAAP
Measure
|
GAAP
Percent of
Revenue |
Termination Costs and Impairments
|
Acquisition Related Items
|
Headquarters Purchase
Items
|
Excluded Tax Benefits
|
Non
-GAAP
Measure
|
Non-GAAP
Percent of Revenue |
Target
Measure
|
Target
Percent of
Revenue
|
|||||||||||||||||||||||||||||||
Revenues
|
$ | 563,294 | $ | -- | $ | (14,985 | ) | $ | -- | $ | -- | $ | 548,309 | $ | 536,343 | |||||||||||||||||||||||||
Gross margin
|
$ | 338,017 | 60.0 | % | $ | -- | $ | (4,798 | ) | $ | -- | $ | -- | $ | 333,219 | 60.8 | % | $ | 332,072 | 61.9 | % | |||||||||||||||||||
Net income
|
$ | 63,548 | $ | (1,342 | ) | $ | 12,108 | $ | (5,273 | ) | $ | (9,882 | ) | $ | 59,159 | $ | 54,627 | |||||||||||||||||||||||
Diluted shares outstanding
|
43,106 | -- | -- | -- | -- | 43,106 | 44,244 | |||||||||||||||||||||||||||||||||
Diluted earnings per share
|
$ | 1.47 | $ | 1.37 | $ | 1.23 |
In thousands, except per
share data |
Three Months Ended
December 29, 2012
|
|||||||||||||||||||||||||||||||
GAAP
Measure
|
GAAP
Percent of Revenue |
Termination
Costs and Impairments |
Acquisition Related
Items |
Non-GAAP
Measure |
Non-GAAP
Percent of Revenue |
Target
Measure |
Target
Percent of Revenue |
|||||||||||||||||||||||||
Revenues
|
$ | 152,461 | $ | -- | $ | (6,383 | ) | $ | 146,078 | $ | 142,637 | |||||||||||||||||||||
Gross margin
|
$ | 93,626 | 61.4 | % | $ | -- | $ | (3,939 | ) | $ | 89,687 | 61.4 | % | $ | 89,934 | 63.1 | % | |||||||||||||||
Net income
|
$ | 18,695 | $ | (121 | ) | $ | (669 | ) | $ | 17,905 | $ | 18,353 | ||||||||||||||||||||
Diluted shares outstanding
|
42,641 | -- | -- | 42,641 | 44,586 | |||||||||||||||||||||||||||
Diluted earnings per share
|
$ | 0.44 | $ | 0.42 | $ | 0.41 |
In thousands, except per
share data |
Three Months Ended
September 29, 2012
|
|||||||||||||||||||||||||||||||||||
GAAP
Measure
|
GAAP
Percent of Revenue |
Termination Costs
|
Acquisition
Related Items |
Headquarters
Purchase Items |
Non-GAAP
Measure |
Non-GAAP
Percent of Revenue |
Target
Measure |
Target
Percent of Revenue |
||||||||||||||||||||||||||||
Revenues
|
$ | 149,461 | $ | -- | $ | (8,602 | ) | $ | -- | $ | 140,859 | $ | 137,912 | |||||||||||||||||||||||
Gross margin
|
$ | 86,493 | 57.9 | % | $ | -- | $ | (859 | ) | $ | -- | $ | 85,634 | 60.8 | % | $ | 86,415 | 62.7 | % | |||||||||||||||||
Net income
|
$ | 10,024 | $ | 1,136 | $ | 13,243 | $ | (5,273 | ) | $ | 19,130 | $ | 17,570 | |||||||||||||||||||||||
Diluted shares outstanding
|
42,520 | -- | -- | -- | 42,520 | 44,339 | ||||||||||||||||||||||||||||||
Diluted earnings per share
|
$ | 0.24 | $ | 0.45 | $ | 0.40 |
In thousands, except per
share data |
Three Months Ended
June 30, 2012
|
|||||||||||||||||||||||||||||||||||
GAAP
Measure
|
GAAP
Percent of Revenue |
Termination
Costs |
Acquisition
Related Items |
Excluded
Tax Benefits |
Non-GAAP
Measure |
Non-GAAP
Percent of Revenue |
Target
Measure |
Target
Percent of Revenue |
||||||||||||||||||||||||||||
Revenues
|
$ | 135,670 | $ | 134,216 | ||||||||||||||||||||||||||||||||
Gross margin
|
$ | 82,802 | 61.0 | % | $ | -- | $ | -- | $ | -- | $ | 82,802 | 61.0 | % | $ | 82,804 | 61.7 | % | ||||||||||||||||||
Net income
|
$ | 20,509 | $ | (484 | ) | $ | 483 | $ | (8,507 | ) | $ | 12,001 | $ | 11,848 | ||||||||||||||||||||||
Diluted shares outstanding
|
43,423 | -- | -- | -- | 43,423 | 44,168 | ||||||||||||||||||||||||||||||
Diluted earnings per share
|
$ | 0.47 | $ | 0.28 | $ | 0.27 |
In thousands, except per
share data |
Three Months Ended
March 31, 2012
|
|||||||||||||||||||||||||||||||||||
GAAP
Measure
|
GAAP
Percent of Revenue
|
Termination Costs
|
Acquisition Related Items
|
Excluded Tax Benefits
|
Non-GAAP
Measure
|
Non-GAAP
Percent of Revenue
|
Target
Measure
|
Target
Percent of Revenue
|
||||||||||||||||||||||||||||
Revenues
|
$ | 125,702 | $ | 121,578 | ||||||||||||||||||||||||||||||||
Gross margin
|
$ | 75,096 | 59.7 | % | $ | -- | $ | -- | $ | -- | $ | 75,096 | 59.7 | % | $ | 72,919 | 60.0 | % | ||||||||||||||||||
Net income
|
$ | 14,320 | $ | (1,873 | ) | $ | (949 | ) | $ | (1,375 | ) | $ | 10,123 | $ | 6,856 | |||||||||||||||||||||
Diluted shares outstanding
|
43,850 | -- | -- | -- | 43,850 | 43,881 | ||||||||||||||||||||||||||||||
Diluted earnings per share
|
$ | 0.33 | $ | 0.23 | $ | 0.16 |
|
●
|
Be directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation, and each such registered public accounting firm must report directly to the Audit Committee. Periodically consider the rotation of the Corporation’s independent auditors.
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●
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Resolve any disagreements between management and the Corporation’s independent auditors regarding financial reporting.
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●
|
Review the organization’s annual and quarterly financial statements and quarterly earnings press releases.
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●
|
Pre-approve all auditing and permitted non-audit services to be performed by the Corporation’s auditors.
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●
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Obtain, on an annual basis, a formal written statement from the independent auditor affirming their independence (as required by applicable standards of the Public Company Accounting Oversight Board or its successor) and
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|
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delineating all relationships between the auditor and the Corporation that may reasonably be thought to bear on such independence. Discuss with the auditor any disclosed relationships or services that may impact the objectivity and independence of the auditor and take, or recommend that the Board take, appropriate action to oversee the independence of the independent auditor.
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●
|
Following completion of the annual audit, review separately with the independent auditor, the internal auditing department, if any, and management any significant difficulties encountered during the course of the audit.
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●
|
Establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters, as well as for the confidential, anonymous submission by the Corporation’s employees of concerns regarding questionable accounting or auditing matters.
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●
|
Retain independent counsel, experts and other advisors as the Audit Committee determines necessary to carry out its duties.
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●
|
Receive appropriate funds, as determined by the Audit Committee, from the Corporation for payment of (i) compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation, (ii) compensation to any independent counsel, experts and other advisors employed by the Audit Committee, and (iii) ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.
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●
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Review and approve all “related-party transactions” as such term is defined in Item 404 of Regulation S-K.
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●
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Prepare the report of the Audit Committee required to be included in the Corporation’s annual proxy statement.
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●
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Review and reassess the adequacy of this Charter at least annually and recommend any changes to the Board.
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●
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Perform any other activities consistent with this Charter, the Corporation’s Bylaws, Nasdaq rules and governing law, as the Audit Committee or the Board deems necessary or appropriate, including, without limitation, the delegation of authority to one or more members of the Audit Committee of authority to carry out certain activities set forth hereunder.
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|
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
|
|||
SILICON LABORATORIES INC. | ||||
ATTN: CORPORATE SECRETARY
400 WEST CESAR CHAVEZ
AUSTIN, TX 78701
|
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
|
KEEP THIS PORTION FOR YOUR RECORDS
|
DETACH AND RETURN THIS PORTION ONLY
|
For
All
|
Withhold
All
|
For All
Except
|
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
|
||||||||||||||
The Board of Directors recommends you vote
FOR the following:
|
o
|
o
|
o
|
||||||||||||||
1.
|
Election of Directors
|
||||||||||||||||
|
Nominees
|
||||||||||||||||
|
|||||||||||||||||
01
|
William G. Bock
|
02 R. Ted Enloe III
|
03 Jack R. Lazar
|
||||||||||||||
|
|
|
|
||||||||||||||
The Board of Directors recommends you vote FOR proposals 2 and 3.
|
For
|
Against
|
Abstain
|
||||||||||||||
2
|
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2013.
|
o
|
o
|
o
|
|||||||||||||
3
|
To approve, on an advisory basis, the compensation of the Named Executive Officers as disclosed in the Company's Proxy Statement.
|
o
|
o
|
o
|
|||||||||||||
NOTE: In accordance with the discretion of the proxy holders, to act upon all matters incident to the conduct of the meeting and upon other matters as may properly come before the meeting.
|
|||||||||||||||||
|
|
|
|||||||||||||||
|
|||||||||||||||||
For address change/comments, mark here.
(see reverse for instructions)
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. |
o |
|
|||||||||||||||
|
|||||||||||||||||
|
|||||||||||||||||
|
|||||||||||||||||
Signature [PLEASE SIGN WITHIN BOX]
|
Date
|
Signature (Joint Owners)
|
Date |
0000161194_1 R1.0.0.51160 |
Meeting Directions:
|
||
For Meeting Directions, Please Call: 512-232-0100
|
||
The Lady Bird Johnson Wildflower Center is about 12 miles from downtown Austin.
|
||
1. Take Loop 1 South (Loop 1 is also known as MOPAC Expressway).
|
||
|
||
2. Continue South past the traffic light at Slaughter Lane.
|
||
|
||
3. Turn left at the next traffic light at La Crosse Avenue.
|
||
|
||
4. The Center is on the right near the end of La Crosse Avenue.
|
||
|
||
|
||
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report, Notice & Proxy Statement is/ are available at www.proxyvote.com. |
SILICON LABORATORIES INC.
|
||
Annual Meeting of Stockholders
|
||
April 16, 2013 9:30 AM
|
||
This proxy is solicited by the Board of Directors
|
||
The undersigned revokes all previous proxies, acknowledges receipt of the Notice of Annual Meeting of Stockholders (the “Annual Meeting”) of Silicon Laboratories Inc. (“Silicon Laboratories”) and the Proxy Statement and hereby appoint Navdeep S. Sooch and G. Tyson Tuttle, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Silicon Laboratories that the undersigned is entitled to vote at the Annual Meeting to be held at 9:30 AM, CST on April 16, 2013, at the The Lady Bird Johnson Wildflower Center, 4801 La Crosse Avenue, Austin, Texas 78739, and any adjournment or postponement thereof.
|
||
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.
|
Address change/comments:
|
||||
|
||||
(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)
Continued and to be signed on reverse side
|
||||
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