Form 8-K - Current report

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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):    May 17, 2024

Commission File Number

			CIRRUS LOGIC, INC.
(Exact name of Registrant as specified in its charter)

Delaware

000-17795

77-0024818

(State or Other Jurisdiction of Incorporation or Organization)

(Commission File Number)

(IRS Employer Identification No.)

800 W. 6th 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))

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, $0.001 par value

CRUS

The NASDAQ Stock Market LLC

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. ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 17, 2024, Timothy R. Dehne, a member of the Board of Directors (the “Board”) of Cirrus Logic, Inc. (the “Company”), informed the Company that he will retire from the Board and will not stand for reelection at the Company’s Annual Meeting of Stockholders, currently scheduled for July 26, 2024 (“2024 Annual Meeting”). Mr. Dehne will remain a director of the Company until the 2024 Annual Meeting. His decision to not stand for reelection is not the result of any disagreement with management or the Board related to the Company’s operations, policies, or practices. The Board is grateful for Mr. Dehne’s dedication to the Company and participation on the Board. The Company will reduce the number of directors to seven effective as of the 2024 Annual Meeting.

Item 7.01 Regulation FD Disclosure.

On May 22, 2024, the Company issued a press release announcing the nomination of William D. Mosley for election to the Board at its 2024 Annual Meeting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or in the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) The following exhibits are furnished with this Current Report on Form 8-K.

Exhibit No.    Description

99.1        Cirrus Logic, Inc. Press Release, dated May 22, 2024.

104        Cover Page Interactive Data File (formatted as Inline XBRL)

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:

May 22, 2024

By:

/s/ Gregory S. Thomas

Name:

Gregory S. Thomas

Title:

Senior Vice President, General Counsel

COMPANY NEWS

Media Contact:						Investor Contact:
Julia Betts						Chelsea Heffernan
Director, Communication & Employee Experience						Vice President, Investor Relations
Cirrus Logic, Inc.						Cirrus Logic, Inc.
[phone]						[phone]
[e-mail]						[e-mail]

Cirrus Logic Nominates William D. Mosley for Election to Board of Directors

AUSTIN, Texas – May 22, 2024 – Cirrus Logic (NASDAQ: CRUS) today announced that its board of directors nominated William D. Mosley to stand for election at the company’s 2024 Annual Meeting, currently scheduled for July 26, 2024.

Dr. Mosley has served as the CEO of Seagate Technology Holdings plc (“Seagate”) since October 2017 and as a member of its board since July 25, 2017. He brings broad-based, executive-level experience in managing a high technology company as well as extensive experience involving global operations, technology, research and development, and sales and marketing. Dr. Mosley joined Seagate in 1996 as a Senior Engineer, and during his tenure he has held a variety of posts of increasing responsibility including President and COO, President Operations and Technology, Executive Vice President Global Sales and Marketing, as well as many R&D leadership roles. Dr. Mosley earned a Ph.D. in Physics from the University of California, Davis focusing on solid state physics.

“We are delighted to nominate Dave Mosley for election to the Cirrus Logic Board of Directors,” said John Forsyth, president and chief executive officer, Cirrus Logic. “His vast executive experience—which spans R&D, operations, marketing, and sales—will provide valuable insights as a member of the Cirrus Logic team.”

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The Company also announced today that Tim Dehne will retire from the board by not standing for reelection at the upcoming Annual Meeting. Mr. Dehne has been a member of the Cirrus Logic board since 2009. During his tenure, he has served on all of the board’s committees—Audit, Compensation and Human Resources (as Chair), and Governance and Nominating. “Tim has been an invaluable member of the board for the past 15 years,” said Cirrus Logic Board Chair, David Tupman. “His insights and contributions, and particularly his 13-year leadership as Chair of our Compensation and Human Resources Committee, will be greatly missed.”

Cirrus Logic, Inc.

Cirrus Logic is a leader in low-power, high-precision mixed-signal processing solutions that create innovative user experiences for the world’s top mobile and consumer applications. With headquarters in Austin, Texas, Cirrus Logic is recognized globally for its award-winning corporate culture. Check us out at www.cirrus.com.

This Press Release is Not a Solicitation of Proxies

This press release is not a solicitation of proxies from holders of common stock of Cirrus Logic, Inc. The Company will provide shareholders with a proxy statement and other relevant materials in connection with the 2024 Annual Meeting of Shareholders. Any solicitation of proxies by or on behalf of the Company in connection with the 2024 Annual Meeting of Shareholders will be conducted upon and following the dissemination of the proxy statement and other materials in accordance with applicable law. 

# # #

Cirrus Logic, Cirrus and the Cirrus Logic logo are registered trademarks of Cirrus Logic, Inc. All other company or product names noted herein may be trademarks of their respective holders.

Cover Page	May 17, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 17, 2024
Entity File Number	000-17795
Entity Registrant Name	CIRRUS LOGIC, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	77-0024818
Entity Address, Address Line One	800 W. 6th Street
Entity Address, City or Town	Austin,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78701
City Area Code	(512)
Local Phone Number	851-4000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.001 par value
Trading Symbol	CRUS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000772406

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