0000310568-16-000319.txt : 20160217 0000310568-16-000319.hdr.sgml : 20160217 20160217162734 ACCESSION NUMBER: 0000310568-16-000319 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160209 FILED AS OF DATE: 20160217 DATE AS OF CHANGE: 20160217 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MICROSEMI CORP CENTRAL INDEX KEY: 0000310568 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 952110371 STATE OF INCORPORATION: DE FISCAL YEAR END: 1002 BUSINESS ADDRESS: STREET 1: ONE ENTERPRISE CITY: ALISO VIEJO STATE: CA ZIP: 92656 BUSINESS PHONE: 949-380-6100 MAIL ADDRESS: STREET 1: ONE ENTERPRISE CITY: ALISO VIEJO STATE: CA ZIP: 92656 FORMER COMPANY: FORMER CONFORMED NAME: MICROSEMICONDUCTOR CORP DATE OF NAME CHANGE: 19830323 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Goerner Frederick C CENTRAL INDEX KEY: 0001429299 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08866 FILM NUMBER: 161433618 MAIL ADDRESS: STREET 1: MICROSEMI CORPORATION STREET 2: ONE ENTERPRISE CITY: ALISO VIEJO STATE: CA ZIP: 92656 3 1 wf-form3_145574444298391.xml FORM 3 X0206 3 2016-02-09 0 0000310568 MICROSEMI CORP MSCC 0001429299 Goerner Frederick C ONE ENTERPRISE ALISO VIEJO CA 92656 0 1 0 0 Exec VP Worldwide Sales & Mktg Microsemi Common Stock 60261 D Microsemi Restricted Stock Units 0.0 Microsemi Common Stock 29000.0 D Includes 30,000 shares subject to a restricted share award scheduled to vest, subject to the reporting person's continued employment, in equal installments on October 10, 2016, October 10, 2017, and October 10, 2018. Restricted stock units scheduled to vest, subject to the reporting person's continued employment, on the following schedule: 8,333 on October 17, 2016, 10,334 on October 20, 2016, and 10,333 on October 20, 2017. Mark Lin, Attorney-in-Fact for Frederick C. Goerner 2016-02-17 EX-24 2 ex24-goernerpoa2016x02x12.htm POWER OF ATTORNEY
POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and appoints each of John
Hohener, David Goren, Mark Lin, and each person who at the time of acting pursuant to this
Power of Attorney is the Chief Financial Officer or General Counsel of Microsemi Corporation,
a Delaware corporation (the "Company"), each acting singly, my true and lawful attorney-in-
fact to:

(1)    prepare and execute for me and on my behalf, and submit to the U.S. Securities and
Exchange Commission (the "SEC"), a Form ID, including any amendment thereto, and
any other documents necessary or appropriate to obtain codes, passwords, and
passphrases enabling me to make electronic filings with the SEC of reports required by
Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act") or any rule or
regulation of the SEC;

(2)    execute for me and on my behalf, in my capacity as a director and/or officer of the
Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the 1934 Act and the
rules thereunder;

(3)    do and perform any and all acts for me and on my behalf which may be necessary or
desirable to complete and execute any such Form 3, 4 or 5, complete and execute any
amendment or amendments thereto and timely file such forms with the SEC and any
securities exchange or similar authority;

(4)    seek or obtain, as my representative and on my behalf, information concerning
transactions in or with respect to the Company's securities from any third party,
including brokers, employee benefit plan administrators and trustees, knowing that I
hereby authorize any such person to release any such information to the attorney-in fact
and approve any such release of information; and

(5)    take any other action of any type whatsoever in connection with the foregoing which, in
the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or
legally required by me, it being understood that the documents executed by such
attorney-in-fact on behalf of myself pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-fact may approve
in such attorney-in-fact's discretion.

I hereby grant to each such attorney-in-fact full power and authority to do and perform any and
every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as I might or could do if
personally present, with full power of substitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.
This Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in his
or her discretion on information provided to such attorney-in-fact without independent
verification of such information.

I acknowledge that any documents prepared and/or executed by each such attorney-in-fact on my
behalf pursuant to this Power of Attorney will be in such form and will contain such information
and disclosure as each such attorney-in-fact, in his or her discretion, deems necessary or
desirable.  I further acknowledge that each such attorney-in-fact, in serving in such capacity at
my request, are not assuming, nor is the Company assuming, any of my responsibilities to
comply with the requirements of the 1934 Act, any liability for a failure to comply with such
requirements or any obligation or liability I may have with respect to transactions reported or
reportable thereunder.  This Power of Attorney does not relieve me from responsibility for
compliance with my obligations under the 1934 Act, including without limitation the reporting
requirements under Section 16 of the 1934 Act.

This Power of Attorney shall remain in full force and effect until I am no longer required to file
Forms 3, 4 and 5 with respect to my holdings of and transactions in or involving securities issued
by the Company, unless I earlier revoke it in a signed writing delivered to each of the foregoing
attorneys-in-fact.

IN WITNESS WHEREOF, I have caused this Power of Attorney to be executed as of this 12th
day of February, 2016.

    /s/ Frederick C. Goerner
    Signature


    Frederick C. Goerner
    Print Name