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
June 10, 2016
Date of Report (Date of earliest event reported)
Commission File No. 0-14225
EXAR CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
94-1741481 |
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(State or other jurisdiction of incorporation) |
(I.R.S. Employer Identification Number) |
48720 Kato Road, Fremont, CA 94538
(Address of principal executive offices, zip code)
(510) 668-7000
(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 40.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 10, 2016, Richard L. Leza notified the Board of Directors (the “Board”) of Exar Corporation (the “Company”) that he has decided not to stand for re-election to the Board at the Company’s annual meeting of stockholders scheduled for September 8, 2016 and to resign as a director, Executive Chairman and the Chairman of the Board, effective June 30, 2016. Mr. Leza subsequently sent the attached letter to the Board on June 15, 2016 explaining the reasons for his resignation. Mr. Leza joined the Exar board in October 2005, before being elected as Chairman in September 2006, and currently serves as Executive Chairman. Mr. Leza does not currently serve on any Board committees.
A copy of Mr. Leza’s resignation letter is attached hereto as Exhibit 99.1.
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Item 9.01. |
Financial Statements and Exhibits |
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(d) |
Exhibits. |
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99.1 |
Resignation Letter of Richard L. Leza |
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.
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EXAR CORPORATION |
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(Registrant) |
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Date: June 15, 2016 |
/s/ Ryan A. Benton |
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Ryan A. Benton |
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Chief Executive Officer |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
Resignation Letter of Richard L. Leza |
Exhibit 99.1
Augmented Resignation Letter
Resignation from the Board of Directors - Effective June 30, 2016
Dear Board of Directors:
My decision to resign from the Board of Directors (Board), was based on the following reasons: disagreement with the Board on my Interim CEO’s incentive bonus and differences in the strategic future direction for the new Exar. There were many positive praises from the Board related to my excellent performance in terms of results and contributions; as well as execution in the business and strategic alternatives during my leadership. Under my direction, shareholder value increased by $120M in just eight months. However, the Board didn’t value my accomplishments enough to reward me with immediate compensation awards (as was the case in my previous two Interim CEO roles) for the excellent performance upon completing all agreed tasks and hiring a new CEO.
As Board member for 11 years and Chairman of the Board for 10 years, I worked for the best interest of all shareholders. I understand the Company very well. During my most recent CEO interim period, I made significant changes to the management team, cut underperforming business units, reduced COGS to increase Gross Margins by 150 points in the most recently announced quarter, reorganized engineering, increased product production into China, revaluated and changed our new product strategy, increased morale and ingrained a new attitude to increase profits. The Board reviewed my performance and agreed that I had done an excellent job. I will say that the Board offered me a compensation package, but it was all “on the come” with no reward for my eight months of hard work and accomplishments. Therefore, I found the package to be unacceptable.
When I took charge, the Board was confused with what to do and how to do it, the core business needed to be reevaluated and the iML Unit needed to be reassessed given changed market conditions. I righted the ship and signed a Definitive Agreement for the sale of iML for $136M. Each quarter that I was there as Interim CEO, EPS increased (sequentially) and I made it a focus throughout the organization. I dissected the business, COGS and revenue issues and discovered that we needed to look deeper than the surface to find the true underlying reasons and root causes of our problems. I appreciate much of what the management team did after I cleaned up a great deal of business units whose performance could be improved.
However, after the Company was up righted and set on a successful direction, the Board had no interest in me.
Finally, I fear this Board has lost its focus on its core mission and equally importantly on our employees. I am also bothered by this Board that despite very good operating results under my leadership, this Board compensation policy is approaching a level that will send key employees flying away from the Company and the success factor of the future will be jeopardized.
I wish good luck to Ryan Benton and the management team.
The statements in this letter are my opinions and everything in this letter represents my best effort to detail why I resigned from Exar, which are not necessarily shared by some of the Board members.
Richard L. Leza