0001157523-13-004759.txt : 20131017 0001157523-13-004759.hdr.sgml : 20131017 20131017160129 ACCESSION NUMBER: 0001157523-13-004759 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131017 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131017 DATE AS OF CHANGE: 20131017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIRRUS LOGIC INC CENTRAL INDEX KEY: 0000772406 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770024818 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17795 FILM NUMBER: 131156510 BUSINESS ADDRESS: STREET 1: 800 WEST 6TH STREET CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 512-851-4000 MAIL ADDRESS: STREET 1: 800 WEST 6TH STREET CITY: AUSTIN STATE: TX ZIP: 78701 8-K 1 a50730645.htm CIRRUS LOGIC, INC.


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

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission

File Number)

(IRS Employer

Identification No.)


 

800 W. 6th Street, Austin, TX

   

78701

(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

 

Exhibit

Description

 
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.

 

CIRRUS LOGIC, INC.

 

 

Date:

October 17, 2013

By:

/s/ Thurman K. Case

 

Name: Thurman K. Case

 

Title:  Chief Financial Officer


EXHIBIT INDEX

Exhibit No.

Description

 

99.1

Registrant’s press release dated October 17, 2013.  

EX-99.1 2 a50730645ex99_1.htm EXHIBIT 99.1

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