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): | September 21, 2011 |
Cirrus Logic, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
Delaware | 0-17795 | 77-0024818 |
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
2901 Via Fortuna, Austin, Texas | 78746 | |
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
Registrants telephone number, including area code: | 512-851-4000 |
Not Applicable
______________________________________________
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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Base Salary Adjustments
At a meeting on September 21, 2011, as part of its annual review of executive compensation, the Compensation Committee (the Committee) of the Board of Directors of Cirrus Logic, Inc. (the Company) approved the following salary increases for the Companys named executive officers:
Named Executive Officer |
Position
|
Prior Salary | New Salary | Discretionary bonus in lieu of annual base salary increase |
||||
Jason P. Rhode | President and Chief Executive Officer |
$430,000 |
$475,000 |
|
||||
Thurman K. Case | Chief Financial Officer, Vice President of Finance and Treasurer |
$257,250 |
$270,113 |
|
||||
Scott A. Anderson | Senior Vice President and General Manager, Mixed Signal Audio |
$275,000 |
$283,250 |
|
||||
Gregory S. Thomas | Vice President, General Counsel, and Corporate Secretary |
$280,500 |
$280,500 |
$15,000 |
||||
Thomas Stein | Vice President and General Manager, EXL Division |
$231,000 |
$242,550 |
|
The Committee increased Dr. Rhodes base salary in recognition of his performance and the Committees objective of bringing his salary in line with the 50th percentile of base salary levels of Chief Executive Officers of comparable peer companies. The Committee also decided to award a discretionary bonus in lieu of an annual base salary increase to Mr. Thomas in an effort to maintain his salary at or near salaries for comparable positions at peer companies, while at the same time recognizing his responsibilities and contributions in view of the Companys performance during the prior year.
Equity Awards
In addition, as part of a company-wide award of equity to key employees, the Committee approved the following equity grants to named executive officers pursuant to the Companys 2006 Stock Incentive Plan, which was filed with the Securities and Exchange Commission (SEC) on Form S-8 on August 1, 2006:
Named Executive | Position |
Stock Option Awards | Restricted Stock | |||||||||
Officer | Unit Awards | |||||||||||
Jason P. Rhode | President and Chief |
135,000 | 37,500 | |||||||||
Executive Officer |
||||||||||||
Thurman K. Case | Chief Financial |
25,000 | 12,500 | |||||||||
Officer, Vice
President of
Finance and
Treasurer |
||||||||||||
Scott A. Anderson | Senior Vice |
35,000 | 17,500 | |||||||||
President and
General Manager,
Mixed Signal Audio |
||||||||||||
Gregory S. Thomas | Vice President, |
30,000 | 15,000 | |||||||||
General Counsel,
and Corporate
Secretary |
||||||||||||
Thomas Stein | Vice President and |
30,000 | 15,000 | |||||||||
General Manager,
EXL Division |
The price of the stock option awards will be set at the closing price on the Companys stock on the Companys regularly scheduled monthly grant date of October 5, 2011. The options will have a term of ten years and 25% will vest one year from the grant date, and the remaining options will vest 1/36th monthly thereafter until fully vested after four years. The restricted stock unit awards will also be granted on October 5, 2011, and 100% of the shares underlying the restricted stock unit awards will vest on the third anniversary of the grant date. All awards are subject to continued service through each vesting date.
Incentive Plan Compensation
The Committee also increased the annual target bonus for Jason P. Rhode, our Chief Executive
Officer, from 75% of his annual base salary to 100% of his annual base salary. The Committee
decided to increase
Dr. Rhodes annual target bonus in order to bring his total target cash compensation more in line,
although still below, the 50th percentile of the target total compensation levels of Chief
Executive Officers of comparable peer companies. The terms of the incentive plan are set forth in
the Companys 2007 Management and Key Individual Contributor Incentive Plan, as amended (the
Incentive Plan), which has previously been filed with the Securities and Exchange Commission on
May 29, 2008, as an exhibit to the Companys Form 10-K for the fiscal year ended March 29, 2008.
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.
Cirrus Logic, Inc. | ||||
September 27, 2011 | By: |
Thurman K. Case
|
||
|
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Name: Thurman K. Case | ||||
Title: Chief Financial Officer |