![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
(MM) | NASDAQ:PSMI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 12.44 | 0 | 01:00:00 |
Filed by the Registrant
x
|
|||
Filed by a Party other than the Registrant
o
|
|||
Check the appropriate box:
|
|||
o
|
Preliminary Proxy Statement
|
||
o
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
||
x
|
Definitive Proxy Statement
|
||
o
|
Definitive Additional Materials
|
||
o
|
Soliciting Material Pursuant to §240.14a-12
|
||
PEREGRINE SEMICONDUCTOR CORPORATION
|
|||
(Name of Registrant as Specified In Its Charter)
|
|||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
|
|||
Payment of Filing Fee (Check the appropriate box):
|
|||
x
|
No fee required.
|
||
o
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
||
|
(1)
|
Title of each class of securities to which transaction applies:
|
|
|
|
|
|
|
(2)
|
Aggregate number of securities to which transaction applies:
|
|
|
|
|
|
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
|
|
|
|
|
(4)
|
Proposed maximum aggregate value of transaction:
|
|
|
|
|
|
|
(5)
|
Total fee paid:
|
|
|
|
||
o
|
Fee paid previously with preliminary materials.
|
||
o
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
||
|
(1)
|
Amount Previously Paid:
|
|
|
|
|
|
|
(2)
|
Form, Schedule or Registration Statement No.:
|
|
|
|
|
|
|
(3)
|
Filing Party:
|
|
|
|
|
|
|
(4)
|
Date Filed:
|
|
|
|
|
|
|
Sincerely,
|
|
|
|
James S. Cable, Ph.D.
|
|
Chairman and Chief Executive Officer
|
|
Page
|
1
|
|
2
|
|
2
|
|
2
|
|
3
|
|
3
|
|
3
|
|
3
|
|
3
|
|
3
|
|
4
|
|
4
|
|
4
|
|
4
|
|
4
|
|
5
|
|
6
|
|
6
|
|
8
|
|
9
|
|
12
|
|
12
|
|
12
|
|
12
|
|
12
|
|
13
|
|
13
|
|
16
|
|
17
|
|
17
|
|
17
|
|
18
|
|
18
|
|
20
|
|
21
|
|
22
|
|
22
|
|
24
|
|
25
|
|
26
|
|
27
|
|
28
|
1.
|
To elect three Class II directors to serve until the 2017 Annual Meeting of stockholders.
|
2.
|
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 27, 2014.
|
|
By Order of the Board of Directors
|
|
|
|
Joel E. Keller
|
|
Corporate Secretary
|
You are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting, please vote as soon as possible. We encourage you to vote via the Internet. For further details, see “Questions and Answers about This Proxy Material and Voting.”
|
•
|
Election of three Class II directors; and
|
•
|
Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 27, 2014.
|
•
|
You may vote by using the Internet at
www.proxyvote.com
and following the instructions for Internet voting on the proxy card mailed to you. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on May 6, 2014. Easy-to-follow instructions allow you to vote your shares and confirm that your instructions have been properly recorded.
|
•
|
You may vote by mail by completing and mailing in a paper proxy card as outlined in this notice.
|
•
|
For Proposal 1, the election of directors, the three nominees receiving the most “For” votes (among votes properly cast in person or by proxy) will be elected. Broker non-votes will have no effect.
|
•
|
To be approved, Proposal 2 to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 27, 2014 must receive a “For” vote from the majority of all outstanding shares present in person or represented by proxy at the Annual Meeting and entitled to vote thereon either in person or by proxy. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will have no effect.
|
Name
|
|
Age
|
|
Position
|
James S. Cable, Ph.D.
|
|
55
|
|
Chief Executive Officer, President and Chairman
|
Jay C. Biskupski
|
|
57
|
|
Chief Financial Officer
|
Carl N. Burrow
|
|
53
|
|
Vice President of Worldwide Sales and Applications
|
John H. Allen (1)
|
|
62
|
|
Director
|
Jeffrey K. Belk (2)
|
|
51
|
|
Director
|
Paul N. D’Addario (1)
|
|
61
|
|
Director
|
Gary A. Monetti (1)(3)
|
|
55
|
|
Director
|
Robert D. Pavey (2)(4)
|
|
71
|
|
Director
|
Carl P. Schlachte (3)(4)
|
|
50
|
|
Director
|
Elton B. Sherwin (2)(3)
|
|
59
|
|
Director
|
Anthony S. Thornley (1)
|
|
67
|
|
Director
|
(1)
|
Member of Audit Committee.
|
(2)
|
Member of Compensation Committee.
|
(3)
|
Member of Nominating and Corporate Governance Committee.
|
(4)
|
In February 2014, Mr. Pavey replaced Mr. Schlachte on our Compensation Committee and Mr. Schlachte replaced Mr. Pavey on our Nominating and Corporate Governance Committee.
|
Name
|
|
Audit
|
|
Compensation
(2)
|
|
Nominating/
Corporate Governance
(2)
|
John H. Allen
|
Chairman
|
|
—
|
|
—
|
|
Jeffrey K. Belk
|
—
|
|
Chairman
|
|
—
|
|
Paul N. D’Addario
|
Member(1)
|
|
—
|
|
—
|
|
Gary A. Monetti
|
Member
|
|
—
|
|
Member
|
|
Robert D. Pavey
|
—
|
|
—
|
|
Chairman
|
|
Carl P. Schlachte
|
—
|
|
Member
|
|
—
|
|
Elton B. Sherwin
|
—
|
|
Member
|
|
Member
|
|
Anthony S. Thornley
|
Member
|
|
—
|
|
—
|
|
Total meetings held in fiscal year 2013
|
7
|
|
12
|
|
3
|
(1)
|
Member of the Audit Committee effective May 20, 2013.
|
(2)
|
In February 2014, Mr. Pavey replaced Mr. Schlachte on our Compensation Committee and Mr. Schlachte replaced Mr. Pavey on our Nominating and Corporate Governance Committee.
|
•
|
selecting and hiring our independent auditors;
|
•
|
approving the audit and non-audit services to be performed by our independent auditors;
|
•
|
evaluating the qualifications, performance and independence of our independent auditors;
|
•
|
monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;
|
•
|
reviewing the adequacy and effectiveness of our internal control policies and procedures;
|
•
|
discussing the scope and results of the audit with the independent auditors and reviewing with management and the independent auditors our interim and year-end operating results;
|
•
|
preparing the audit committee report in our annual proxy statement;
|
•
|
reviewing and monitoring actual and potential conflicts of interest of members of our Board of Directors and officers; and
|
•
|
reviewing and evaluating, at least annually, its own performance and that of its members, including compliance with the committee charter.
|
•
|
overseeing the development and implementation of our compensation philosophy and our benefits policies generally;
|
•
|
making recommendations to the Board regarding adoption of equity-based compensation plans and other incentive compensation plans that are subject to Board and/or stockholder approval;
|
•
|
overseeing administration of our equity compensation and other incentive compensation plans;
|
•
|
reviewing and approving corporate goals and objectives relevant to compensation of our Chief Executive Officer and other executive officers, as well as evaluating their performance in light of the compensation program objectives;
|
•
|
reviewing and approving compensation, benefits and other employment arrangements for our Chief Executive Officer and our other executive officers;
|
•
|
overseeing compensation-related risk, stock ownership guidelines, shareholder approval of equity and other compensation plans, and succession planning for our executive officers;
|
•
|
reviewing and recommending compensation goals and bonus and equity compensation criteria for our employees;
|
•
|
reviewing and recommending compensation programs for non-employee directors;
|
•
|
approving the compensation committee report that the SEC requires in our annual proxy statement;
|
•
|
engaging and approving payment of compensation consultants and other advisors to assist the committee in discharging its responsibilities, after evaluating their independence; and
|
•
|
reviewing and evaluating, at least annually, its own performance and that of its members, including adequacy of its written charter.
|
•
|
assisting our Board of Directors in identifying prospective director nominees and recommending nominees for each Annual Meeting of stockholders to the Board of Directors;
|
•
|
reviewing developments in corporate governance practices and developing and recommending governance principles applicable to our Board of Directors;
|
•
|
overseeing the evaluation of our Board of Directors and management;
|
•
|
recommending members for each board committee to our Board of Directors;
|
•
|
reviewing and monitoring our code of business conduct and ethics; and
|
•
|
reviewing and evaluating, at least annually, its own performance and that of its members, including compliance with the committee charter.
|
•
|
each person known by us to be the beneficial owner of more than 5% of any class of our voting securities;
|
•
|
our named executive officers;
|
•
|
each of our directors; and
|
•
|
all executive officers and directors as a group.
|
|
|
Beneficial Ownership
|
|||
Name and Address of Beneficial Owner
|
|
Number of Shares
|
|
Percent of Total Outstanding Common Stock
|
|
5% or Greater Stockholders
|
|
|
|
|
|
PRIMECAP Management Com
pany (1)
|
|
4,248,400
|
|
12.84
|
%
|
225 South Lake Ave., #400
Pasadena, CA 91101
|
|
|
|
|
|
US Small Business Administration (2)
|
|
2,133,503
|
|
6.45
|
%
|
1100 G Street, N.W., 11th Floor
Washington, DC 20005
|
|
|
|
|
|
Morgenthaler Partners VI, L.P (3)
|
|
1,671,033
|
|
5.05
|
%
|
2710 Sand Hill Road, Suite 100
Menlo Park, CA 94025
|
|
|
|
|
|
Directors and Named Executive Officers
|
|
|
|
|
|
James S. Cable, Ph.D. (4)
|
|
1,216,964
|
|
3.56
|
%
|
Jay C. Biskupski (5)
|
|
324,277
|
|
*
|
|
Carl N. Burrow (6)
|
|
77,277
|
|
*
|
|
John H. Allen (7)
|
|
84,806
|
|
*
|
|
Jeffrey K. Belk (8)
|
|
105,836
|
|
*
|
|
Gary A. Monetti (9)
|
|
91,158
|
|
*
|
|
Paul N. D’Addario (10)
|
|
1,609,582
|
|
4.86
|
%
|
Robert D. Pavey (11)
|
|
1,703,756
|
|
5.15
|
%
|
Elton B. Sherwin (12)
|
|
73,660
|
|
*
|
|
Carl P. Schlachte (13)
|
|
41,780
|
|
*
|
|
Anthony S. Thornley (14)
|
|
71,326
|
|
*
|
|
All current directors and executive officers as a group (11 persons)
|
|
5,400,422
|
|
15.47
|
%
|
|
|
|
|
|
*
|
Less than one percent.
|
(1)
|
Consists of 4,248,400 shares held by PRIMECAP Management Company as of March 10, 2014.
|
(2)
|
Consists of 405,523 shares held by the U.S. Small Business Administration and 1,727,980 shares held by the U.S. Small Business Administration as receiver for WAV, L.P. Pursuant to an Order of the U.S. District Court for the Southern District of New York dated May 10, 2005 (“Receivership Order”) in the civil action captioned United States of America v. WAV, L.P., Case No. 1:05-CV-04196-CM, the U.S. Small Business Administration (“SBA”) was appointed Receiver (the “Receiver”) for WAV, L.P. (“WAV”, f/k/a Wasserstein Adelson Ventures, L.P.). The Receivership Order grants to the Receiver “all power, authorities, rights and privileges heretofore possessed by the officers, directors, managers and general limited partners of WAV under applicable state and federal law, by the Limited Partnership Agreement, and the By-Laws of said limited partnership.”
|
(3)
|
Consists of 1,671,033 shares held by Morgenthaler Partners VI, L.P. as of March 10, 2014. The general partner of Morgenthaler Partners VI, L.P. is Morgenthaler Management Partners VI, L.L.C. The managing members of Morgenthaler Management Partners VI, L.L.C. are Robert C. Bellas, Jr., Gary J. Morgenthaler, Robert D. Pavey, John D. Lutsi, G. Gary Shaffer, Gary R. Little, Peter G. Taft, Theodore A. Laufik and Paul R. Levine. The managing members have shared voting and dispositive power over the shares held by Morgenthaler Partners VI, L.P. Each of the managing members disclaims beneficial ownership of the shares held by Morgenthaler Partners VI, L.P., except to the extent of their pecuniary interest therein.
|
(4)
|
Consists of 10,366 shares held by UBS Financial Services as IRA custodian for James S. Cable, 79,708 shares held by James S. Cable, and 1,126,890 shares issuable upon exercise of options exercisable within 60 days of March 10, 2014. Does not include 4,442 shares held by family members of James S. Cable.
|
(5)
|
Consists of 7,001 shares held by Jay C. Biskupski and 317,276 shares issuable upon exercise of options exercisable within 60 days of March 10, 2014.
|
(6)
|
Consists of 21,000 shares held by Carl N. Burrow and 56,277 shares issuable upon exercise of options exercisable within 60 days of March 10, 2014.
|
(7)
|
Consists of 33,832 shares held by John H. Allen and 50,974 shares issuable upon exercise of options exercisable within 60 days of March 10, 2014.
|
(8)
|
Consists of 28,436 shares held by Jeffrey K. Belk, 10,217 shares held by the Jeffrey K. Belk and Kim Z. Belk Trust Dated July 22, 1998 and 67,183 shares issuable to Mr. Belk upon exercise of options exercisable within 60 days of March 10, 2014.
|
(9)
|
Consists of 25,545 shares held by Gary A. Monetti, and 65,613 shares issuable upon exercise of options exercisable within 60 days of March 10, 2014.
|
(10)
|
Consists of 1,559,700 shares held by the Palisades Entities, 29,901 share held by Paul N. D’Addario and 19,981 shares issuable upon exercise of options exercisable within 60 days of March 10, 2014.
|
(11)
|
Consists of 1,671,033 shares held by Morgenthaler Partners VI, L.P, 12,741 shares held by Pavey Family Investments, 1 share held by Robert D. Pavey, and 19,981 shares issuable upon exercise of options exercisable within 60 days of March 10, 2014.
|
(12)
|
Consists of 53,679 shares held by Elton B. Sherwin and 19,981 shares issuable upon exercise of options exercisable within 60 days of March 10, 2014.
|
(13)
|
Consists of 1 share held by Carl P. Schlachte and 41,779 shares issuable upon exercise of options exercisable within 60 days of March 10, 2014.
|
(14)
|
Consists of 30,001 shares held by Anthony S. Thornley and 41,325 shares issuable upon exercise of options exercisable within 60 days of March 10, 2014.
|
Name and Principal Position
|
|
Year
|
|
Salary ($)
|
|
Option
Awards (1) ($) |
|
Non-Equity
Incentive Plan Compensation (2) ($) |
|
All Other
Compensation ($)
|
|
Total ($)
|
|||||
James S. Cable, Ph.D.
|
|
2013
|
|
400,000
|
|
681,562
|
|
72,000
|
|
—
|
|
|
1,153,562
|
|
|||
Chairman, Chief Executive Officer and President
|
|
2012
|
|
326,265
|
|
—
|
|
|
317,981
|
|
108,047
|
(3)
|
752,293
|
|
|||
Jay C. Biskupski
|
|
2013
|
|
270,000
|
|
369,991
|
|
32,400
|
|
—
|
|
|
672,391
|
|
|||
Chief Financial Officer
|
|
2012
|
|
241,130
|
|
—
|
|
|
156,713
|
|
—
|
|
|
397,843
|
|
||
Carl N. Burrow
|
|
2013
|
|
277,497
|
(4)
|
1,053,200
|
|
10,800
|
|
—
|
|
|
1,341,497
|
|
|||
Vice President of Worldwide Sales and Applications
|
|
2012
|
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
The amounts in this column represent the aggregate grant date fair value of option awards granted to the officer in the applicable fiscal year computed in accordance with FASB ASC Topic No. 718. See Note 5 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on February 19, 2014 for a discussion of the assumptions made by us in determining the grant date fair value of our equity awards.
|
(2)
|
The amounts in this column reflect
awards
earned under our 2013 and 2012 cash incentive bonus programs for performance in the respective fiscal year, and which were paid early in the following fiscal year. The amounts earned under the 2013 and 2012 cash incentive bonus programs are based on the officer’s target bonus amount and the actual salary earned during the fiscal year (not the officer’s base salary as of the end of the applicable fiscal year).
|
(3)
|
Includes a pay-out of accrued vacation of $106,100 (paid in conjunction with conversion of our CEO's paid time off to a non-accrual paid time off arrangement), taxable fringe benefits of $1,497, and a patent bonus of $450.
|
(4)
|
Includes sales incentives of $52,266 earned by Mr. Burrow during 2013.
|
(5)
|
Mr. Burrow was hired in January 2013, therefore there is no compensation from us for 2012 to be reported.
|
|
|
Option Awards
|
|||||||||||
Name
|
|
Date of
Grant |
|
Initial Vesting
Date |
|
Number of
Securities Underlying Unexercised Options Exercisable (#) (*) |
|
Number of
Securities Underlying Unexercised Options Unexercisable (#) |
|
Option
Exercise Price ($) |
|
Option
Expiration Date |
|
James S. Cable,
|
|
6/9/04
|
|
4/1/04
|
|
35,422
|
(1)
|
—
|
|
|
0.73
|
|
6/9/14
|
Ph.D.
|
|
6/9/04
|
|
4/1/06
|
|
15,432
|
(2)
|
—
|
|
|
0.73
|
|
6/9/14
|
|
|
6/9/04
|
|
4/1/07
|
|
31,321
|
(2)
|
—
|
|
|
0.73
|
|
6/9/14
|
|
|
5/19/05
|
|
4/1/08
|
|
80,354
|
(3)
|
—
|
|
|
0.88
|
|
5/19/15
|
|
|
5/25/06
|
|
5/25/06
|
|
272,479
|
(1)
|
—
|
|
|
1.76
|
|
5/25/16
|
|
|
4/1/09
|
|
2/1/08
|
|
119,302
|
(4)(5)
|
—
|
|
|
1.76
|
|
1/31/18
|
|
|
4/1/09
|
|
4/1/10
|
|
163,039
|
(4)(6)
|
—
|
|
|
1.76
|
|
1/31/18
|
|
|
5/28/09
|
|
3/31/11
|
|
136,239
|
(6)
|
—
|
|
|
1.76
|
|
5/28/19
|
|
|
5/28/09
|
|
3/31/12
|
|
136,239
|
(6)
|
—
|
|
|
1.76
|
|
5/28/19
|
|
|
7/22/10
|
|
4/1/13
|
|
115,803
|
(7)
|
—
|
|
|
7.12
|
|
7/22/20
|
|
|
10/25/11
|
|
4/1/14
|
|
115,803
|
(8)
|
—
|
|
|
9.76
|
|
10/25/21
|
|
|
5/1/13
|
|
3/31/15
|
|
140,000
|
(8)
|
—
|
|
|
9.50
|
|
5/1/23
|
Jay C. Biskupski
|
|
4/14/09
|
|
4/14/09
|
|
166,042
|
(9)
|
—
|
|
|
1.76
|
|
4/14/19
|
|
|
4/14/09
|
|
4/14/09
|
|
55,347
|
(10)
|
—
|
|
|
1.76
|
|
4/14/19
|
|
|
7/22/10
|
|
4/1/13
|
|
81,743
|
(7)
|
—
|
|
|
7.12
|
|
7/22/20
|
|
|
10/25/11
|
|
4/1/14
|
|
81,743
|
(8)
|
—
|
|
|
9.76
|
|
10/25/21
|
|
|
5/1/13
|
|
3/31/15
|
|
70,000
|
(8)
|
—
|
|
|
9.50
|
|
5/1/23
|
|
|
5/1/13
|
|
5/1/13
|
|
6,000
|
(11)
|
—
|
|
|
9.50
|
|
5/1/23
|
Carl N. Burrow
|
|
1/28/13
|
|
1/7/13
|
|
160,000
|
(12)
|
—
|
|
|
12.74
|
|
1/28/23
|
*
|
Unless otherwise indicated in the notes below, each of the options described in this table is exercisable in full as of the grant date but is subject to a right of repurchase held by us that lapses on the option’s vesting schedule.
|
(1)
|
Shares underlying the option vest in 48 successive equal monthly installments from the initial vesting date.
|
(2)
|
Shares underlying the option vest in 12 successive equal monthly installments from the initial vesting date.
|
(3)
|
Shares underlying the option vest in 24 successive equal monthly installments from the initial vesting date.
|
(4)
|
The shares under this option were repriced in February 2009 pursuant to a repricing program approved by our Board of Directors.
|
(5)
|
Shares underlying the option vest in successive equal daily installments over a 26-month period from the initial vesting date.
|
(6)
|
Shares underlying the option vest in successive equal daily installments over a 12-month period from the initial vesting date.
|
(7)
|
Shares underlying the option vest and are exercisable in successive equal daily installments over a 12-month period from the initial vesting date.
|
(8)
|
Shares underlying the option vest and are exercisable in 12 successive equal monthly installments from the initial vesting date.
|
(9)
|
Shares underlying the option vest with respect of 55,347 shares on February 9, 2010 and in equal daily installments over a 36-month period thereafter.
|
(10)
|
Shares underlying the option vest with in successive equal daily installments from the initial vesting date to February 9, 2011.
|
(11)
|
Shares underlying the option vest and are exercisable in 24 successive equal monthly installments from the initial vesting date.
|
(12)
|
Shares underlying the option vest and are exercisable with respect to 25% of the shares when the option holder completes 12 months of continuous service after the initial vesting data and in additional successive equal monthly installments over a 36-month period thereafter.
|
•
|
Involuntary termination of employment means either:
|
•
|
termination of employment by Peregrine Semiconductor other than for cause (generally defined as illegal conduct or serious breaches of duties to us) or due to death or disability; or
|
•
|
voluntary resignation following a material reduction in duties, authority, compensation, or benefits; a forced relocation of the place of employment; or our breach of the employment agreement, including our failure to have the employment agreement assumed in the event of our change of control.
|
•
|
Change of control means any of the following:
|
•
|
A sale of our assets;
|
•
|
Our merger with or into any other entity (other than one in which our existing stockholders retain control of the combined entity);
|
•
|
The acquisition by any person of more than 50% of the voting power represented by our voting stock; or
|
•
|
A change in a majority of our board members during any 12-month period under circumstances such as a proxy contest.
|
Plan Category
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
|
|
||||
|
|
(a)
|
|
(b)
|
|
(c)
|
|
||||
Equity compensation plans approved by security holders (1)
|
|
8,227,487
|
|
$
|
6.71
|
|
3,786,867
|
(2)(3)
|
|||
Equity compensation plans not approved by security holders
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
Total
|
|
8,227,487
|
|
$
|
6.71
|
|
3,786,867
|
|
(1)
|
Includes the 1996 Stock Plan, the 2004 Stock Plan and the 2012 Equity Incentive Plan, the 2012 Equity Incentive Plan and the 2012 Employee Stock Purchase Plan.
|
(2)
|
On the first business day of each fiscal year of Peregrine Semiconductor during the term of the 2012 Equity Incentive Plan, commencing on January 1, 2013 and ending on (and including) January 1, 2022, the number of authorized shares under the 2012 Equity Incentive Plan automatically increases by a number of shares equal to the least of (i) 4% of the total number of common shares outstanding on December 31
st
of the prior year, (ii) 2,250,000 common shares or (iii) a number of common shares determined by the Board of Directors.
|
(3)
|
Includes 1,000,000 common shares available for issuance under 2012 Employee Stock Purchase Plan.
|
Name
|
|
Fees Earned
or Paid in Cash
($)
|
|
Option Awards
(1)($) |
|
Total
($) |
John H. Allen (2)
|
|
41,000
|
|
114,521
|
|
155,521
|
Jeffrey K. Belk (3)
|
|
32,500
|
|
114,521
|
|
147,021
|
Paul N. D’Addario (4)
|
|
28,000
|
|
114,521
|
|
142,521
|
Gary A. Monetti (5)
|
|
33,500
|
|
114,521
|
|
148,021
|
Robert D. Pavey (6)
|
|
30,000
|
|
114,521
|
|
144,521
|
Carl P. Schlachte (7)
|
|
29,500
|
|
114,521
|
|
144,021
|
Elton B. Sherwin (8)
|
|
32,000
|
|
114,521
|
|
146,521
|
Anthony S. Thornley (9)
|
|
31,000
|
|
114,521
|
|
145,521
|
(1)
|
The amounts in this column represent the aggregate grant date fair value of the stock option, computed in accordance with FASB ASC Topic No. 718. See Note 5 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on February 19, 2014 for a discussion of the assumptions made by us in determining the grant date fair value of our equity awards.
|
(2)
|
Mr. Allen held options to purchase an aggregate of 71,864 shares of common stock as of December 28, 2013.
|
(3)
|
Mr. Belk held options to purchase an aggregate of 88,073 shares of common stock as of December 28, 2013.
|
(4)
|
Mr. D’Addario held options to purchase an aggregate of 43,596 shares of common stock as of December 28, 2013.
|
(5)
|
Mr. Monetti held options to purchase an aggregate of 86,503 shares of common stock as of December 28, 2013.
|
(6)
|
Mr. Pavey held options to purchase an aggregate of 43,596 shares of common stock as of December 28, 2013.
|
(7)
|
Mr. Schlachte held options to purchase an aggregate of 65,394 shares of common stock as of December 28, 2013.
|
(8)
|
Mr. Sherwin held options to purchase an aggregate of 43,596 shares of common stock as of December 28, 2013.
|
(9)
|
Mr. Thornley held options to purchase an aggregate of 65,394 shares of common stock as of December 28, 2013.
|
|
Fiscal Year
Ended |
||||||
|
December 28,
2013 |
|
December 29,
2012 |
||||
|
|
||||||
Audit Fees(1)
|
$
|
546,259
|
|
|
$
|
919,766
|
|
Audit-Related Fees(2)
|
218,760
|
|
|
—
|
|
||
Tax Fees(3)
|
66,000
|
|
|
292,200
|
|
||
All Other Fees
|
—
|
|
|
—
|
|
||
Total Fees
|
$
|
831,019
|
|
|
$
|
1,211,966
|
|
(1)
|
Audit fees
. This category includes Ernst & Young LLP’s audit of our annual consolidated financial statements presented in our Form 10-K and review of financial statements included in our quarterly reports on Form 10-Q, services rendered in connection with our Form S-1 and Form S-8 related to our initial public offering and services that are normally provided by independent registered public accountants in connection with regulatory filings or engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or review of interim financial statements.
|
(2)
|
Audit-related fees.
This consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “
Audit Fees.
” These include fees for consultations on accounting issues.
|
(3)
|
Tax Fees.
This
consists of fees incurred for a U.S. federal and a state research and development credit study, and tax advice on accounting method change and limitations on net income loss carry-forwards, in Fiscal Years 2013 and 2012.
|
(1)
|
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of Peregrine Semiconductor under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
|
Name
|
|
Age
|
|
Positions and Offices
Held With Us |
John H. Allen
|
|
62
|
|
Director
|
Robert D. Pavey
|
|
71
|
|
Director
|
Carl P. Schlachte
|
|
50
|
|
Director
|
Name
|
|
Age
|
|
Positions and Offices
Held With Us |
Jeffrey K. Belk
|
|
51
|
|
Director
|
Elton B. Sherwin
|
|
59
|
|
Director
|
Anthony S. Thornley
|
|
67
|
|
Director
|
Name
|
|
Age
|
|
Positions and Offices
Held With Us |
James S. Cable, Ph.D.
|
|
55
|
|
Chief Executive Officer, President and Chairman
|
Paul N. D’Addario
|
|
61
|
|
Director
|
Gary A. Monetti
|
|
55
|
|
Director
|
|
By Order of the Board of Directors
|
|
|
|
Joel E. Keller
Corporate Secretary
|
1 Year (MM) Chart |
1 Month (MM) Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions