8-K

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

Date of Report (Date of earliest event reported): August 4, 2022

ALLEGRO MICROSYSTEMS, INC.

(Exact name of registrant as specified in its charter)

_________________

Delaware		001-39675	46-2405937
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)
955 Perimeter Road
Manchester,	New Hampshire		03103
(Address of principal executive offices)			(Zip Code)

(603) 626-2300

(Registrant’s telephone number, including area code)

N/A

(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:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ALGM	The Nasdaq Global Select Market

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 5.07.    Submission of Matters to a Vote of Security Holders.

On August 4, 2022, Allegro MicroSystems, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the three proposals, as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities Exchange Commission on June 22, 2022, were presented. At the Annual Meeting, the Company’s shareholders: (i) elected each of the four nominees, Messrs. Yoshihiro (Zen) Suzuki, David J. Aldrich, Kojiro (Koji) Hatano, and Paul Carl (Chip) Schorr IV, to serve as a Class II director until the 2025 annual meeting of shareholders and until each such director’s respective successor is elected and qualified; (ii) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2023; and (iii) recommended that future shareholder advisory votes on executive compensation be held annually.

The final voting results for each matter submitted to a vote of shareholders at the Annual Meeting are as follows:

Proposal One: Election of Directors

Nominee	Votes For	Votes Withheld	Broker Non-Votes
Yoshihiro (Zen) Suzuki	154,931,175	27,317,649	3,204,118
David J. Aldrich	154,711,928	27,536,896	3,204,118
Kojiro (Koji) Hatano	178,980,677	3,268,147	3,204,118
Paul Carl (Chip) Schorr IV	141,966,577	40,282,247	3,204,118

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
185,422,137	2,274	28,531	0

Proposal Three: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

1 Year	2 Years	3 Years	Votes Abstained	Broker Non-Votes
180,552,960	1,433,956	215,586	46,322	3,204,118

In line with the advisory voting by our shareholders, the Company intends to include an advisory shareholder vote on executive compensation in its proxy statement every year until the next required advisory shareholder vote on the frequency of holding shareholder votes on executive compensation.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
Exhibit 104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

		ALLEGRO MICROSYSTEMS, INC.
Date:	August 5, 2022	By:	/s/ Sharon S. Briansky
			Sharon S. Briansky
			Senior Vice President, General Counsel and Secretary

XML

Cover	Aug. 04, 2022
Cover [Abstract]
Document Type	8-K
Entity File Number	001-39675
Document Period End Date	Aug. 04, 2022
Entity Registrant Name	ALLEGRO MICROSYSTEMS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	46-2405937
Entity Address, Address Line One	955 Perimeter Road
Entity Address, City or Town	Manchester,
Entity Address, State or Province	NH
Entity Address, Postal Zip Code	03103
City Area Code	(603)
Local Phone Number	626-2300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	ALGM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000866291
Amendment Flag	false