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): March
25, 2015
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 West Sixth 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 Arrangement of Certain Officers.
(d) On March 25, 2015, the Board of Directors of Cirrus Logic, Inc. (the “Company”) appointed Alex Davern to serve as a director to fill a vacancy created when the Board increased the number of authorized directors from seven to eight directors pursuant to section 3.2 of the Company’s bylaws. There was not and is not any arrangement or understanding between Mr. Davern and any other person pursuant to which Mr. Davern was selected to be a director. The Board has not yet determined whether to name Mr. Davern to any of its committees.
Mr. Davern 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 filed with the Securities and Exchange Commission on June 2, 2014. In particular, upon his appointment, Mr. Davern 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 will have a term of ten years and 25 percent will vest one year from the grant date, and the remaining options will vest 1/36th monthly thereafter until fully vested after four years. In addition, Mr. Davern, as a non-employee director, will receive a quarterly cash retainer in the amount of $11,250. The Company also intends to enter into an indemnification agreement with Mr. Davern that is substantially similar to the form of indemnification agreement executed by other members of the Board.
Our press release announcing the election of Mr. Davern is attached as Exhibit 99.1 to this Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. | ||
99.1 | Cirrus Logic, Inc. press release dated March 26, 2015 |
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: |
March 26, 2015 |
By: |
/s/ Gregory S. Thomas |
|
Name: |
Gregory S. Thomas |
|||
Title: |
Vice President, General Counsel and |
Exhibit Index
Exhibit Number |
Description |
99.1 |
Cirrus Logic, Inc. press release dated March 26, 2015 |
Exhibit 99.1
Cirrus Logic Appoints National Instruments’ Alex Davern to Board of Directors
AUSTIN, Texas--(BUSINESS WIRE)--March 26, 2015--Cirrus Logic, Inc. (NASDAQ: CRUS) announced that Alex Davern has been named to the company’s Board of Directors. Davern serves as executive vice president, chief financial officer and treasurer at National Instruments.
“We are extremely pleased to welcome Alex to the Cirrus Logic Board of Directors,” said Jason Rhode, president and chief executive officer, Cirrus Logic. “Alex brings with him extensive experience in all aspects of international finance in an engineering centric company. We look forward to his valuable insight and guidance as a member of the Cirrus Logic team.”
Prior to joining National Instruments in 1994, Davern worked for Pricewaterhouse-Coopers in Europe and the United States. Davern holds a bachelor’s degree in business studies and a post-graduate diploma in professional accounting from University College Dublin.
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, industrial and energy-related applications. The company operates from headquarters in Austin, Texas, with offices in the United States, United Kingdom, Europe, Japan and Asia. More information about Cirrus Logic is available at www.cirrus.com.
CONTACT:
Cirrus Logic, Inc.
Bill Schnell, 512-851-4084
bill.schnell@cirrus.com
or
Strategic
Communications, Inc.
Angie Hatfield, 425-941-2895
ahatfield@strategiccom.biz