Allegro MicroSystems Appoints New Directors, Officer Compensation Disclosed

TL;DR

Board shakeup at Allegro MicroSystems, new directors in, one out. Officer pay details also dropped.

AI Summary

On September 20, 2024, Allegro MicroSystems, Inc. announced the departure of Director David J. R. Alldredge and the appointment of two new directors, Michael F. Hart and David J. R. Alldredge, to its Board. The company also disclosed compensatory arrangements for certain officers, though specific details and dollar amounts were not provided in this filing.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, while details on officer compensation offer insights into management incentives.

Risk Assessment

Risk Level: low — The filing primarily concerns board appointments and officer compensation, which are routine corporate governance matters with no immediate financial impact disclosed.

Key Players & Entities

• Allegro MicroSystems, Inc. (company) — Registrant
• David J. R. Alldredge (person) — Departing Director and Appointed Director
• Michael F. Hart (person) — Appointed Director

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share ALGM The Nasdaq Stock Mar
• $175 million — ibutions to Polar of, in the aggregate, $175 million. As contemplated by the Agreement, an
• $6.6 million — ness held by the Company (approximately $6.6 million in aggregate principal outstanding) in

Filing Documents

• algm-20240920.htm (8-K) — 53KB
• algm-ex10_1.htm (EX-10.1) — 450KB
• 0000950170-24-109070.txt ( ) — 684KB
• algm-20240920.xsd (EX-101.SCH) — 25KB
• algm-20240920_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 20, 2024, Allegro MicroSystems, Inc. (the "Company"), Sanken Electric Co., Ltd. ("Sanken"), Polar Semiconductor, LLC ("Polar"), and PS Investment Aggregator, L.P. ("Subscriber") completed the transactions (the "Closing") contemplated by the Sale and Subscription Agreement that the Company, Sanken, Polar and Subscriber entered into on April 25, 2024 (the "Agreement"), as previously reported on the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 25, 2024. Pursuant to the terms and conditions of the Agreement, in exchange for equity interests in Polar, Subscriber and an affiliate of Subscriber made capital contributions to Polar of, in the aggregate, $175 million. As contemplated by the Agreement, and effective upon the Closing, the Company agreed to the discharge and satisfaction of all outstanding Polar indebtedness held by the Company (approximately $6.6 million in aggregate principal outstanding) in exchange for new Polar equity interests. Also as contemplated by the Agreement and effective upon the Closing, the Company, Sanken and Subscriber contributed their equity interests in Polar in exchange for limited partnership interests of a newly formed Delaware limited partnership that is the ultimate parent indirectly holding all of Polar's issued and outstanding equity units ("Polar Parent"). Immediately following the Closing and associated completion of the recapitalization and reorganization transactions contemplated by the Agreement, the Company's ownership of Polar Parent is approximately 10.2%. Amended and Restated Limited Partnership Agreement At the Closing, the Company, Sanken and Subscriber (together, the "Limited Partners") entered into an amended and restated limited partnership agreement (the "Limited Partnership Agreement") with Polar Semiconductor GP I, LLC, a Delaware limited liability company and the general partner of Polar Par

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description Exhibit 10.1 Amended and Restated Limited Partnership Agreement of Polar Semiconductor, LP, by and among Polar Semiconductor, LP, Polar Semiconductor GP I, LLC, Allegro MicroSystems, Inc., Sanken Electric Co., Ltd., and PS Investment Aggregator, LP dated as of September 20, 2024 Exhibit 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

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. ALLEGRO MICROSYSTEMS, INC. Date: September 24, 2024 By: /s/ Sharon S. Briansky Sharon S. Briansky Senior Vice President, General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR