Cirrus Logic Appoints New Director, Reports Executive Compensation

Ticker: CRUS · Form: 8-K · Filed: Jul 29, 2024 · CIK: 772406

Cirrus Logic, Inc. 8-K Filing Summary
FieldDetail
CompanyCirrus Logic, Inc. (CRUS)
Form Type8-K
Filed DateJul 29, 2024
Risk Levellow
Pages3
Reading Time4 min
Key Dollar Amounts$0.001
Sentimentneutral

Sentiment: neutral

Topics: board-changes, executive-compensation, governance

Related Tickers: CRUS

TL;DR

Cirrus Logic swapped a director, named a new one, and filed exec pay details.

AI Summary

Cirrus Logic, Inc. announced on July 26, 2024, the departure of director John P. Hassell and the election of new director David M. Zinsner. The company also reported on compensatory arrangements for its principal executive officer and other named executive officers. Additionally, Cirrus Logic held a special meeting of stockholders on July 25, 2024, to vote on certain proposals.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — This filing is routine and reports on standard corporate governance matters and executive compensation, with no immediate financial distress indicated.

Key Players & Entities

  • Cirrus Logic, Inc. (company) — Registrant
  • John P. Hassell (person) — Departing Director
  • David M. Zinsner (person) — Newly Elected Director
  • July 26, 2024 (date) — Date of Director Departure and Election
  • July 25, 2024 (date) — Date of Stockholder Meeting

FAQ

Who has been appointed as a new director to the Cirrus Logic board?

David M. Zinsner has been elected as a new director to the Cirrus Logic board.

When did John P. Hassell depart from the board of directors?

John P. Hassell's departure as a director was reported as of July 26, 2024.

What was the purpose of the special meeting of security holders?

The special meeting of security holders was held to vote on certain proposals.

What specific items were filed under Item 5.02 of the 8-K?

Item 5.02 covers the departure of directors or certain officers, election of directors, and appointment of certain officers, as well as compensatory arrangements of certain officers.

What is the principal executive office address for Cirrus Logic, Inc.?

The principal executive offices are located at 800 W. 6th Street, Austin, TX 78701.

Filing Stats: 915 words · 4 min read · ~3 pages · Grade level 11 · Accepted 2024-07-29 16:00:40

Key Financial Figures

  • $0.001 — ange on which registered Common stock, $0.001 par value CRUS The NASDAQ Stock Market

Filing Documents

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. The Annual Meeting of Stockholders of the Company was held on July 26, 2024. At the Annual Meeting, the Company's stockholders voted on the following proposals described in detail in the Company's Proxy Statement, dated June 3, 2024. Final voting results for each of the matters voted on at the meeting are set forth below. Proposal One: Election of Directors. Name Votes For Votes Withheld Broker Non-Votes Alexander M. Davern 44,314,764 242,680 3,821,232 John M. Forsyth 44,377,888 179,556 3,821,232 Raghib Hussain 43,344,591 1,212,853 3,821,232 Duy-Loan Le 43,988,131 569,313 3,821,232 Catherine P. Lego 43,094,085 1,463,359 3,821,232 William D. Mosley 44,391,368 166,076 3,821,232 David J. Tupman 43,250,256 1,307,188 3,821,232 Proposal Two: Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending March 29, 2025. Votes For Votes Against Votes Abstained Broker Non-Votes 46,218,773 2,080,735 79,168 Proposal Three: Advisory vote to approve named executive officer compensation. Votes For Votes Against Votes Abstained Broker Non-Votes 42,463,564 1,993,590 100,290 3,821,232 Proposal Four: Proposal Four: Approval of an amendment and restatement of the Company's 2018 Long Term Incentive Plan. Votes For Votes Against Votes Abstained Broker Non-Votes 38,086,580 6,375,658 95,206 3,821,232 Proposal Five: Approval of an amendment and restatement of the Company's Certificate of Incorporation to permit officer exculpation. Votes For Votes Against Votes Abstained Broker Non-Votes 37,017,286 7,443,734 96,424 3,821,232

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) The following exhibits are furnished with this Current Report on Form 8-K. Exhibit No. Description 10.1 Cirrus Logi c, In c. Amended and Restated 201 8 Long Term Incentive Plan (incorporated by reference to Exhibit 1 to the Registrant's Definitive Proxy Statement filed with the Commission on June 3, 2024 ( Registration N umb er 000-17795)). 104 Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

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: July 29, 2024 By: /s/ Gregory S. Thomas Name: Gregory S. Thomas Title: Senior Vice President, General Counsel

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