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): October
17, 2013
CIRRUS LOGIC, INC. |
||
(Exact name of Registrant as specified in its charter) |
Delaware |
0-17795 |
77-0024818 |
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(State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
800 W. 6th Street, Austin, TX |
78701 |
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(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
telephone number, including area code: (512)
851-4000
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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 17, 2013, the Board of Directors of Cirrus Logic, Inc. (the “Company”) appointed Christine King to serve as a director to fill a vacancy created when the Board increased the number of authorized directors from six to seven pursuant to section 3.2 of the Company’s bylaws. There was not and is not any arrangement or understanding between Ms. King and any other person pursuant to which Ms. King was selected to be a director. The Board has not yet determined whether to name Ms. King to any of its committees.
Ms. King will receive the standard compensation and equity awards available to other non-employee directors of the Company as described in the Company’s definitive proxy statement dated June 30, 2013. In particular, upon her appointment, Ms. King is entitled to receive equity-based compensation in the form of an option to purchase shares of our common stock, fixed on the date of grant, that has a fair market value on the date of grant equal to $225,000. The option vests 25% after one year and the remainder vests ratably each month over the next 36 months. In addition, Ms. King, as a non-employee director, will receive a quarterly cash retainer in the amount of $11,250.
Our press release announcing the election of Ms. King is attached as Exhibit 99.1 to this Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits |
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Exhibit |
Description |
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Exhibit 99.1 | Cirrus Logic, Inc. press release dated October 17, 2013 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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CIRRUS LOGIC, INC. |
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Date: |
October 17, 2013 |
By: |
/s/ Thurman K. Case |
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Name: Thurman K. Case |
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Title: Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. |
Description |
99.1 |
Registrant’s press release dated October 17, 2013. |
Exhibit 99.1
Cirrus Logic Appoints Industry Veteran Christine King to Board of Directors
AUSTIN, Texas--(BUSINESS WIRE)--October 17, 2013--Cirrus Logic, Inc. (Nasdaq: CRUS), a leader in high-precision analog and digital signal processing components, announced today that Christine King has been appointed to Cirrus Logic's Board of Directors.
From October 2008 until August 2012, Ms. King was a director, and president and chief executive officer of Standard Microsystems Corporation (“SMSC”), an analog and mixed-signal semiconductor provider for the consumer electronic, automotive and industrial markets. Prior to SMSC, Ms. King served as president and chief executive officer of AMI Semiconductor, Inc., and spent more than 23 years at IBM in various management roles, including her last assignment as vice president of Semiconductor Solutions. Ms. King currently serves as a director of QLogic Corporation and IDACORP, Inc., and its principal operating subsidiary Idaho Power Company. She previously served on the boards of AMI Semiconductor, Inc., ON Semiconductor Corporation, Analog Devices, Inc., and Atheros Communications.
“I'm very excited about the prospect of working with Christine,” said Jason Rhode, president and chief executive officer, Cirrus Logic. “Christine’s extensive experience in the high-tech and semiconductor industries will be a real asset for Cirrus Logic as we continue to pursue our strategic and financial goals.”
Cirrus Logic, Inc.
Cirrus Logic develops high-precision, analog and mixed-signal integrated circuits for a broad range of innovative customers. Building on its diverse analog and signal-processing patent portfolio, Cirrus Logic delivers highly optimized products for a variety of audio and energy-related applications. The company operates from headquarters in Austin, Texas, with offices in Phoenix, Ariz., Europe, Japan and Asia. More information about Cirrus Logic is available at www.cirrus.com.
Cirrus Logic and Cirrus are trademarks of Cirrus Logic, Inc.
CONTACT:
Cirrus Logic, Inc.
Bill Schnell, 512-851-4084
Public
Relations
bill.schnell@cirrus.com
or
Strategic
Communications, Inc.
Angie Hatfield, 425-941-2895
ahatfield@strategiccom.biz