8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 4, 2013

INVENSENSE, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-35269	01-789977
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1745 Technology Drive

San Jose, California 95110

(Address of principal executive offices)

(408) 988-7339

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (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))

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

On September 4, 2013 the board of directors (the “Board”) of InvenSense, Inc. (the “Company”) appointed Mr. Eric Stang to the Board. The election of Mr. Stang increases the size of the Company’s board to seven members. Mr. Stang was appointed as a Class III director. His term will expire at the 2014 annual meeting of the Company’s stockholders or until his successor has been elected or appointed. Mr. Stang was also appointed to the Compensation Committee and Nominating and Corporate Governance Committee of the Board.

In connection with the election of Mr. Stang to the Board, the Board affirmatively determined that Mr. Stang satisfies the definition of “independent director” under Section 303A of the New York Stock Exchange Listed Company Manual.

In accordance with the Company’s director compensation arrangements applicable to all non-employee directors, Mr. Stang will receive an annual cash retainer of $25,000 for serving as a director on the Board and an annual retainer of $5,000 for his service on the Compensation Committee and $3,000 for his service on the Nominating and Corporate Governance Committee. In addition, under the Company’s 2011 Equity Incentive Plan, Mr. Stang will receive a nonstatutory stock option to purchase 90,000 shares of the Company’s common stock. 1/48th of the shares of common stock covered by the nonstatutory stock option shall vest monthly over forty-eight (48) months from the date of Mr. Stang’s election to the Board. Mr. Stang will be eligible to receive additional grants of 20,000 nonstatutory options on each anniversary of the date on which he joins the Board once his initial option grant has fully vested. The Company and Mr. Stang will enter into the Company’s standard form of Indemnification Agreement between the Company and a director.

Item 8.01 Other Events.

On September 4, 2013 , the Company issued a press release announcing Mr. Stang’s election to the Board. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed herewith:

Exhibit Number	Description
99.1	Press release dated September 4, 2013 entitled “Eric Stang joins InvenSense, Inc. Board of Directors”

SIGNATURES

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.

September 4, 2013.	INVENSENSE, INC.
	By:	/s/ Alan Krock
	Name:	Alan Krock
		Vice President, Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated September 4, 2013 entitled “Eric Stang Joins InvenSense, Inc. Board of Directors”

EX-99.1

Exhibit 99.1

Eric Stang Joins InvenSense™ Inc. Board of Directors

San Jose, California, September 4, 2013 – InvenSense, Inc. (NYSE: INVN), the leading provider of MotionTracking™ system on chip devices, announced the appointment of Mr. Eric Stang to its Board of Directors. The election of Mr. Stang increases the size of InvenSense’s board to seven members.

“Eric is a highly accomplished executive with extensive experience in consumer system and semiconductor markets. His experience in leading a public company through explosive growth will be a great asset to InvenSense, and I look forward to working with him.” said Behrooz Abdi, President and Chief Executive Officer of InvenSense.

“InvenSense is a leader in MEMS system on chips with a strong spirit of innovation,” said Mr. Stang. “I am very excited to join the InvenSense board and look forward to contributing to its growth to new heights.”

Mr. Stang currently serves as a Director and President and Chief Executive Officer of Ooma, Inc., a provider of broadband telephony products, a position he has held since January 2009. Prior to joining Ooma, Mr. Stang served as Chief Executive Officer and President of Reliant Technologies, Inc., a developer of medical technology solutions for aesthetic applications, from 2006 to 2008. Mr. Stang previously served as CEO and President of Lexar Media, Inc., a provider of solid state memory products from 2001 to 2006 and Chairman from 2004 to 2006. Mr. Stang received his A.B. from Stanford University and MBA from the Harvard Business School. Mr. Stang also serves on the boards of Rambus and Solta Medical and other private companies.

For further information about InvenSense, please visit our website at www.invensense.com or contact InvenSense Investor Relations at ir@invensense.com.

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About InvenSense

InvenSense Inc. (NYSE: INVN) is the world’s leading provider of MotionTracking™ solutions for consumer electronic devices. The company’s patented InvenSense Platform and patent-pending MotionFusion™ technology address the emerging needs of many mass-market consumer applications via improved performance, accuracy, and intuitive motion- and gesture-based interfaces. InvenSense technology can be found in consumer electronic products including smartphones, tablets, gaming devices, optical image stabilization, and remote controls for Smart TVs. The company’s MotionTracking products are also being integrated into a number of industrial applications. InvenSense is headquartered in San Jose, California and has offices in China, Taiwan, Korea, Japan, and Dubai. More information can be found at www.invensense.com.

^©2013 InvenSense, Inc. All rights reserved. InvenSense, MotionTracking, MotionProcessing, MotionProcessor, MotionFusion, MotionApps, DMP, and the InvenSense logo are trademarks of InvenSense, Inc. Other company and product names may be trademarks of the respective companies with which they are associated.

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For Investor Inquiries, Contact:

Alan Krock

Chief Financial Officer

InvenSense, Inc.

ir@invensense.com

For Press Inquiries, Contact:

David Almoslino

Senior Director

Marketing and Communications

InvenSense, Inc.

408.501.2278

pr@invensense.com

InvenSense, Inc. | 1745 Technology Drive | San Jose, CA 95110 | 408.988.7339 | Fax 408.988.8104

www.invensense.com