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2023-11-10
2023-11-10
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
November 10, 2023
Lattice Semiconductor Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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000-18032
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93-0835214
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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5555 NE Moore Court
Hillsboro, Oregon 97124
(Address of principal executive offices, including zip code)
(503) 268-8000
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
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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☐
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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 240.14d-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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $.01 par value
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LSCC
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NASDAQ Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 10, 2023, the Board of Directors (the "Board") of Lattice Semiconductor Corporation (the "Company") enlarged the Board of Directors from nine to ten members and appointed Que Thanh Dallara, age 50, and John Forsyth, age 50, to the Board effective November 14, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Ms. Dallara will also serve as a member of the Compensation Committee and Mr. Forsyth will serve as a member of the Nominating and Governance Committee.
In connection with Ms. Dallara’s service as a director, she will participate in the Company's customary compensatory arrangement for outside directors, as described in the Company's proxy statement for the 2023 annual meeting of shareholders, including an annual retainer of $60,000 for Board service and an annual retainer of $10,000 for service on the Compensation Committee. In addition, Ms. Dallara will be granted a restricted stock unit (“RSU”) award with a fair market value of $190,000 on the date of grant, prorated to reflect her months of service on the Board from the date of appointment to the date of the Company’s next annual meeting, pursuant to the terms of the Company's 2011 Non-Employee Director Equity Incentive Plan (the “Award”). The RSUs subject to Ms. Dallara’s Award will vest on the anniversary of the 2023 annual meeting of stockholders of the Company, subject to Ms. Dallara’s continued service to the Company at such time. In addition, Ms. Dallara will enter into the Company’s standard form of indemnification agreement.
In connection with Mr. Forsyth’s service as a director, he will participate in the Company's customary compensatory arrangement for outside directors, as described in the Company's proxy statement for the 2023 annual meeting of shareholders, including an annual retainer of $60,000 for Board service and an annual retainer of $5,000 for service on the Nominating and Governance Committee. In addition, Mr. Forsyth will be granted a restricted stock unit (“RSU”) award with a fair market value of $190,000 on the date of grant, prorated to reflect his months of service on the Board from the date of appointment to the date of the Company’s next annual meeting, pursuant to the terms of the Company's 2011 Non-Employee Director Equity Incentive Plan (the “Award”). The RSUs subject to Mr. Forsyth’s Award will vest on the anniversary of the 2023 annual meeting of stockholders of the Company, subject to Mr. Forsyth’s continued service to the Company at such time. In addition, Mr. Forsyth will enter into the Company’s standard form of indemnification agreement.
There are no arrangements or understandings between Ms. Dallara or Mr. Forsyth and any other person pursuant to which Ms. Dallara or Mr. Forsyth were selected as a director. In addition, there are no transactions in which Ms. Dallara or Mr. Forsyth has an interest that would require disclosure under Item 404(a) of Regulation S-K. Neither Ms. Dallara nor Mr. Forsyth have any family relationships with any of the Company’s directors or executive officers.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being furnished herewith:
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Exhibit No.
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Description
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99.1
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Cover Page Interactive Data File (formatted as Inline XBRL). |
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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LATTICE SEMICONDUCTOR CORPORATION
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By:
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/s/ Tracy Feanny
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Date:
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November 14, 2023
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Tracy Feanny
Senior Vice President, General Counsel and Corporate Secretary
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EXHIBIT INDEX