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

April 1, 2022

(Date of earliest event reported)

Qorvo, Inc.

(Exact name of registrant as specified in its charter)

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

7628 Thorndike Road, Greensboro, North Carolina 27409-9421

(Address of principal executive offices)

(Zip Code)

(336) 664-1233

(Registrant’s telephone number, including area code)

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

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	QRVO	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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

On April 1, 2022, Mark J. Murphy provided notice of his decision to resign as Chief Financial Officer of Qorvo, Inc. (the “Company”), effective April 18, 2022. Mr. Murphy is departing the Company to join Micron Technology, Inc. as its Chief Financial Officer.

The Company has initiated a comprehensive search for a new Chief Financial Officer. The Company’s Board of Directors appointed Grant A. Brown, the Company’s Vice President of Treasury, to serve as the Company’s interim Chief Financial Officer effective April 18, 2022. Mr. Brown, age 45, has served as the Company’s Vice President of Treasury since October 2018, and his prior roles with the Company included Director, Strategic Marketing, from January 2015 to January 2016, Business Unit Controller, from January 2016 to September 2016 and Director, and Corporate Financial Planning & Analysis, from September 2016 to July 2017. He served as a financial business consultant at Throughline Consulting from July 2017 to May 2019. Mr. Brown previously served as Director, Investor Relations and Manager, Financial Planning & Analysis of TriQuint Semiconductor, Inc., which combined with RF Micro Devices, Inc. to form the Company, from May 2013 to January 2015. Mr. Brown has no family relationship with any directors or executive officers of the Company, nor are there any arrangements or understandings between Mr. Brown and any other persons pursuant to which he was selected as an officer of the Company.

A copy of the press release announcing the Company’s Chief Financial Officer transition is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.	Description
99.1	Press release dated April 5, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Qorvo, Inc.
By:	/s/ Robert A. Bruggeworth
	Robert A. Bruggeworth
	Chief Executive Officer

Date: April 5, 2022

EX-99.1

Exhibit 99.1

Qorvo Announces Chief Financial Officer Transition

Vice President of Treasury named interim CFO

Greensboro, N.C. – April 5, 2022 – Qorvo, Inc. (NASDAQ: QRVO) today announced that Chief Financial Officer Mark Murphy is leaving the Company effective April 18, 2022. Mr. Murphy was appointed Qorvo’s CFO in June 2016 and is departing to join Micron Technology, Inc. as its CFO.

Qorvo has initiated a comprehensive search for a new CFO. Qorvo’s Vice President of Treasury, Grant Brown, has been named interim CFO through the transition period.

“On behalf of the Board of Directors and Qorvo’s management team, we thank Mark for his many contributions to Qorvo,” said Bob Bruggeworth, CEO of Qorvo. “Qorvo has built a high-performing finance team under Mark that has been critical to executing our strategic priorities.

“Grant has been with Qorvo for many years and has been a key part of our disciplined growth, leading various functions in our finance team,” Bruggeworth continued. “He has extensive knowledge of our business and is uniquely positioned to support Qorvo during this period as we deliver on our financial and strategic initiatives.”

The company’s guidance for its fiscal 2022 fourth quarter, provided February 2, remains unchanged.

About Qorvo

Qorvo (Nasdaq:QRVO) makes a better world possible by providing innovative Radio Frequency (RF) solutions at the center of connectivity. We combine product and technology leadership, systems-level expertise and global manufacturing scale to quickly solve our customers’ most complex technical challenges. Qorvo serves diverse high-growth segments of large global markets, including advanced wireless devices, wired and wireless networks and defense radar and communications. We also leverage unique competitive strengths to advance 5G networks, cloud computing, the Internet of Things, and other emerging applications that expand the global framework interconnecting people, places and things. Visit www.qorvo.com to learn how Qorvo connects the world.

Qorvo is a registered trademark of Qorvo, Inc. in the U.S. and in other countries. All other trademarks are the property of their respective owners.

This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about our plans, objectives, representations and contentions, and are not historical facts and typically are identified by use of terms such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” and similar words, although some forward-looking statements are expressed differently. You should be aware that the forward-looking statements included herein represent management’s current judgment and expectations, but our actual results, events and performance could differ materially from those expressed or implied by forward-looking statements. We do not intend to update any of these

forward-looking statements or publicly announce the results of any revisions to these forward-looking statements, other than as is required under U.S. federal securities laws. Our business is subject to numerous risks and uncertainties, including those relating to fluctuations in our operating results; our substantial dependence on developing new products and achieving design wins; our dependence on several large customers for a substantial portion of our revenue; the COVID-19 pandemic materially and adversely affecting our financial condition and results of operations; a loss of revenue if defense and aerospace contracts are canceled or delayed; our dependence on third parties; risks related to sales through distributors; risks associated with the operation of our manufacturing facilities; business disruptions; poor manufacturing yields; increased inventory risks and costs due to timing of customer forecasts; our inability to effectively manage or maintain evolving relationships with platform providers; our ability to continue to innovate in a very competitive industry; underutilization of manufacturing facilities as a result of industry overcapacity; unfavorable changes in interest rates, pricing of certain precious metals, utility rates and foreign currency exchange rates; our acquisitions and other strategic investments failing to achieve financial or strategic objectives; our ability to attract, retain and motivate key employees; warranty claims, product recalls and product liability; changes in our effective tax rate; changes in the favorable tax status of certain of our subsidiaries; enactment of international or domestic tax legislation, or changes in regulatory guidance; risks associated with environmental, health and safety regulations, and climate change; risks from international sales and operations; economic regulation in China; changes in government trade policies, including imposition of tariffs and export restrictions; we may not be able to generate sufficient cash to service all of our debt; restrictions imposed by the agreements governing our debt; our reliance on our intellectual property portfolio; claims of infringement of third-party intellectual property rights; security breaches and other similar disruptions compromising our information; theft, loss or misuse of personal data by or about our employees, customers or third parties; provisions in our governing documents and Delaware law may discourage takeovers and business combinations that our stockholders might consider to be in their best interests; and volatility in the price of our common stock. These and other risks and uncertainties, which are described in more detail in Qorvo’s most recent Annual Report on Form 10-K and in other reports and statements filed with the Securities and Exchange Commission, could cause actual results and developments to be materially different from those expressed or implied by any of these forward-looking statements.

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Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001604778
Document Type	8-K
Document Period End Date	Apr. 01, 2022
Entity Registrant Name	Qorvo, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-36801
Entity Tax Identification Number	46-5288992
Entity Address, Address Line One	7628 Thorndike Road
Entity Address, City or Town	Greensboro
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27409-9421
City Area Code	(336)
Local Phone Number	664-1233
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Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.0001 par value
Trading Symbol	QRVO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false