SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x                             Filed by a Partyparty other than the Registrant  ¨

Check the appropriate box:

Cirrus Logic, Inc.

(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):

JASON P. RHODE

President and Chief Executive Officer

June 3, 20132, 2015

To our Stockholders:

I would like to invite you to participate in the annual meetingAnnual Meeting of stockholdersStockholders of Cirrus Logic, Inc. to be held on Tuesday,Wednesday, July 30, 2013,29, 2015, at 11:00 a.m. Central Time. We are pleased to announce that this year’s Annual Meeting will once again be completely virtual. You will be able to participate, vote, and submit your questions during the meeting on a live webcast via the Internet at www.virtualshareholdermeeting.com/CRUS2013.CRUS2015. To access this website and enter the meeting, you should have available your 12-digit control number, available to enterwhich is included with the meeting.proxy materials. You will not be able to attend the Annual Meeting in person.

We also are continuing to provide our stockholders with ourthe proxy materials electronically via the Internet. If a stockholder chooses, he or she may obtain paper copies; however, by providing the information online, our stockholders will have immediate access to the proxy materials at their discretion.

Even if you plan to participate in the annual meeting,Annual Meeting by live webcast, I hope you will still vote as soon as possible. Although you may vote the day of the annual meeting,Annual Meeting, you may also vote in advance overvia the Internet, as well as by telephone, or by mailing a proxy card. Voting over the Internet, by telephone, or by written proxy will ensure your representation at the annual meetingAnnual Meeting if you do not participate in the virtual meeting. Please review the instructions on the Notice of Internet Availability or the proxy card regarding each of these voting options.

Cirrus Logic, Inc. values the participation of its stockholders. Your vote is an important part of our system of corporate governance, and I strongly encourage you to participate.

Sincerely,

Jason P. Rhode

President and Chief Executive Officer

TABLE OF CONTENTS

A copy of Cirrus Logic, Inc.’s Annual Report on Form 10-K is included with this Proxy Statement. Copies of these documentsthis document are also available on our Web sitewebsite atwww.cirrus.com. You also may receive copies of these documentsthis document at no charge upon request directed to:

Cirrus Logic, Inc. Investor Relations

800 West 6^thW. Sixth Street, Austin, Texas 78701

telephone: (512) 851-4125; email:Investor.Relations@cirrus.com

2015 Annual Stockholders’ Meeting of Stockholders

July 30, 201329, 2015

YOUR VOTE IS IMPORTANT

Notice of Annual Meeting of StockholdersNOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Cirrus Logic, Inc. (the “Company,” “our,” or “we”) will hold its 20132015 Annual Meeting of Stockholders as follows:

Tuesday,Wednesday, July 30, 201329, 2015

11:00 A.M. (Central Daylight Time)

Cirrus Logic, Inc.

800 West 6^thW. Sixth Street

Austin, Texas 78701

We are pleased to announce that this year’s Annual Meeting will again be completely virtual. You will be able to attend, vote, and submit your questions during the meeting on a live webcast via the Internet atwww.virtualshareholdermeeting.com/CRUS2013CRUS2015. To access this website and enter the meeting, you must have your 12-digit control number available to enter the meeting.available. You will not be able to attend the Annual Meeting in person.

At the meeting, stockholders will vote on the following matters:

You can vote four different ways. You can vote by attendingparticipating in the virtual meeting, by telephone, by the Internet, or by proxy card. For specific voting information, please see “Questions and Answers about the Proxy Materials, the Annual Meeting, and Voting Procedures” on page 2.

Stockholders of record at the close of business on May 31, 2013 (the “Record Date”),June 1, 2015, are entitled to vote. On that day, approximately63 million 63,414,934 shares of the Company common stock were outstanding. Each share entitles the holder to one vote. A complete list of the stockholders entitled to vote at the meeting will be open to the examination of any stockholder for any purpose germane to the meeting for at least 10 days prior to the meeting.

The Board of Directors of the Company asks you to vote in favor of these proposals. This proxy statement provides you with detailed information about each proposal. We are also using this proxy statement to discuss our corporate governance and compensation practices and philosophies.

We encourage you to read this proxy statement carefully. In addition, you may obtain information about the Company from the Annual Report to Stockholders and from other documents that we have filed with the Securities and Exchange Commission.

PROXY STATEMENT

20132015 ANNUAL MEETING OF STOCKHOLDERS

To Be Held Tuesday,Wednesday, July 30, 201329, 2015

Cirrus Logic, Inc.

800 West 6^thW. Sixth Street

Austin, Texas 78701

www.cirrus.com

These proxy materials are furnished to you in connection with the solicitation of proxies by the Board of Directors (“Board”(the “Board”) of Cirrus Logic, Inc. (the “Company,” “our,” or “we”) for use at our 20132015 Annual Meeting of Stockholders and any adjournments or postponements of the meeting (the “Annual Meeting”). The Annual Meeting will be held on July 30, 2013,29, 2015, at 11:00 a.m., Central Daylight Time, and may be accessed on a live webcast via the Internet atwww.virtualshareholdermeeting.com/CRUS2013.CRUS2015.

Beginning on or about June 14, 2013,19, 2015, Cirrus has madeLogic will make available on the Internet or delivereddeliver paper copies of these proxy materials by mail in connection with the solicitation of proxies by the Board of Cirrus for proposals to be voted on at the Company’s Annual Meeting.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS,

THE ANNUAL MEETING, AND VOTING PROCEDURES

Q: Why am I receiving these materials?

Q: What information is contained in these materials?

If you requested and received a copy of these materials by mail or e-mail,email, then the proxy materials also include a proxy card or a voting instruction card for the Annual Meeting.

Q: Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?

Q. How can I access the proxy materials over the Internet?

Q:	How may I obtain a paper copy of the proxy materials?

A:	Stockholders receiving a notice about theYour Notice of Internet availabilityAvailability of the proxy materials will findcontains instructions regarding how to obtain a paper copy of the proxy materials in their notice.materials.

—●

“FOR” the approval of the third amendment to, and the restatement of, the 2006 Stock Incentive Plan; and

●

“FOR” the approval of material terms of the amended 2007 Management and Key Individual Contributor2006 Stock Incentive Plan, to complyas amended and restated by the third amendment, for purposes of complying with the requirements of Section 162(m) of the Internal Revenue Code as described in this Proxy Statement.Code.

Q:	What shares owned by me can be voted?

A:

All shares owned by you as of the close of business on the Record Date may be voted by you. These shares include (1) shares held directly in your name as the stockholder of record, including shares purchased through the Company’s Employee Stock Purchase Plan, and (2) shares held for you as the beneficial owner through a stockbroker, bank, or bank.other nominee.

Stockholder of Record

If your shares are registered directly in your name with the Company’s transfer agent, Computershare Investor Services, you are considered, with respect to those shares, thestockholder of record, and you have the right to vote by proxy by following the instructions in the Notice of Internet Availability of the proxy materials or to vote online at the meeting.

Beneficial Owner

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered thebeneficial owner of shares held instreet name, and your brokerstockbroker, bank, or other nominee is considered, with respect to those shares, thestockholder of record. As the beneficial owner, you have the right to direct your brokerstockbroker, bank, or other nominee how to vote, and you are also invited to attendparticipate in the meeting.

Even if you currently plan to participate in the annual meetingAnnual Meeting via the live webcast, we recommend that you also submit your proxy in advance of the meeting so that your vote will be counted if you later decide not to attend the meeting.

BY INTERNET —– If you have Internet access, you may vote by following the instructions on the Notice of Internet Availability of the proxy materials. If you have requested and received a paper copy of a proxy card or voting instruction card, you may also vote over the Internet by following the instructions included with those materials.

BY TELEPHONE —– If you have requested and received a paper copy of a proxy card or voting instruction card, you may vote by telephone by following the instructions on the proxy card. You will need to have the control number that appears on your Notice of Internet Availability of the proxy materials available when voting by telephone.

BY MAIL —– If you have requested and received a paper copy of a proxy card or voting instruction card by mail, you may submit a proxy by signing your proxy card and mailing it in the enclosed, postage prepaid and addressed envelope. If you sign but do not provide instructions, your shares will be voted as described in“How Are Votes Counted?are votes counted?” below.

If you sign your proxy card with no further instructions, your shares will be voted in accordance with the recommendations of the Board.

votes counted?” above. Broker non-votes are not counted as shares presentvotes cast for, and entitled to be voted with respect to a mattertherefore have no impact on, which the beneficial owner has expressly not voted.non-routine matters. Generally, broker non-votes occur when shares held by a brokerstockbroker for a beneficial owner are not voted with respect to a particular proposal because the brokerproposal is not a routine matter, the stockbroker has not received voting instructions from the beneficial owner, and the brokerstockbroker lacks discretionary voting power to vote the shares.

Q:	May I propose actions for consideration at next year’s annual meeting of stockholders or nominate individuals to serve as directors?

A:

You may make nominations and submit proposals for consideration at future stockholder meetings. Any proposal that a stockholder wishes to include in the Company’s proxy materials for the 20142016 annual meeting of stockholders, in accordance with the regulations of the SEC, must be received by no later than 120 calendar days prior to the anniversary date that the Company released this proxy statement for this year’s annual meeting.the Annual Meeting. The written proposal will need to comply with the regulations of the SEC under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Any proposal or nomination for election of directors that a stockholder wishes to propose for consideration at the 20142016 annual meeting of stockholders, whether or not the stockholder wishes to include such proposal or nomination in our proxy statement under the applicable SEC rules, must be submitted in accordance with our Bylaws. To be considered timely, our Bylaws provide that such notice must be received at our principal executive offices no later than 120 calendar days prior to the anniversary date that the Company released this proxy statement for this year’s annual meeting.the Annual Meeting. Proposals and nominations should be addressed to: Corporate Secretary, Cirrus Logic, Inc., 800 West 6thW. Sixth Street, Austin, Texas 78701.

Copy of Bylaw Provisions: You may contact the Company’s Corporate Secretary at our headquarters, 800 W. Sixth Street, Austin, Texas 78701, for a copy of the relevant Bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

CORPORATE GOVERNANCE

Board Meetings and Committees

During the fiscal year ended March 30, 2013,28, 2015, the Board held 1015 meetings. Each director is expected to attend each meeting of the Board and the committees of the Board (the “Committees”) on which he or she serves. No director attended less than 75% of the aggregate of (i) the total number of board meetings;Board meetings and (ii) the total number of meetings held by all committees of the BoardCommittees on which he or she served. Directors are also expected to attend the Company’s annual meetingAnnual Meeting of stockholdersStockholders absent a valid reason. All of the directors attended the Company’s 20122014 annual meeting of stockholders.

We have three Board committees:Committees: Audit, Compensation, and Governance and Nominating. Each member of the Audit, Compensation, and Governance and Nominating Committees is independent in accordance with the applicable SEC rules and applicable the Nasdaq Stock Market, Inc. (the “NASDAQ”“Nasdaq”) listing standards. Each committeeCommittee has a written charter that has been approved by the Board.

The current members of the Board and of each committeeCommittee are identified in the following table, and the function of each committeeCommittee is described below. No later than at the time of this year’s Annual Meeting, Susan Wang will retire from the Board and is therefore not included among this year’s list of

Board nominees. On occasion, the Board may appoint special committees or designate directors to undertake special assignments on behalf of the Board.

Audit Committee

The Audit Committee is currently composed of three directors. The responsibilities of the Audit Committee include:

The Board has determined that each of the members of the Audit Committee is able to read and understand fundamental financial statements and is independent under applicable Securities and Exchange CommissionSEC rules and applicable Nasdaq listing standards. The Board has determined that Susan Wang is an “audit committee financial expert” as defined under applicable Securities and Exchange CommissionSEC rules. Upon the retirement of Ms. Wang, the Board intends to appoint Alexander M. Davern as Chair of the Audit Committee, contingent upon his election to the Board this year. The Board has determined that Mr. Davern is an “audit committee financial expert” as defined under applicable SEC rules.

For additional information relating to the Audit Committee, see the Report of the Audit Committee of the Board on page 5069 of this proxy statement and the Audit Committee Charter, which is included as Exhibit B to this proxy statement. The charter is also available under the Corporate Governance section of our “Investors” page on our Web sitewebsite atinvestor.cirrus.com.

Compensation Committee

The Compensation Committee is composed of fourthree directors, each of whom is independent under applicable Nasdaq listing standards. The Compensation Committee reviews and approves salaries and other matters relating to executive compensation and administers the Company’s stock incentive plans, including reviewing and granting stock incentive awards to executive officers and other employees and reviewing and approving policies and procedures for awarding grants under these plans. The Compensation Committee also reviews and recommends to the Board for approval various other Company compensation plans, policies, and matters related to the Company’s non-employee directors. For additional information relating to the Compensation Committee, see the Compensation Committee Charter, which is included as Exhibit A to this proxy statement. The charter is also available under the Corporate Governance section of our “Investors” page on our Web sitewebsite atinvestor.cirrus.com.

Please see the “Compensation Discussion and Analysis” section of this proxy statement for additional information regarding the Compensation Committee’s processes and procedures for the consideration and determination of executive officer compensation, including the Compensation Committee’s engagement of Compensia, Inc. (“Compensia”) as its independentexternal compensation consultant.

Governance and Nominating Committee

The Governance and Nominating Committee is composed of three directors, each of whom is independent under the applicable Nasdaq listing standards. ThisThe Governance and Nominating Committee provides counsel to the Board with respect to Board organization, membership, and function, as well as committee structure and membership. The Governance and Nominating Committee is also responsible for defining the qualifications for candidates for director positions, evaluating qualified candidates, recommending candidates to the Board for election as directors, and proposing a slate of directors for election by stockholders at each annual meeting. For more information relating to the Governance and Nominating Committee, see the Governance and Nominating Committee Charter, which is included as Exhibit C to this proxy statement. The charter is also available under the Corporate Governance section of our “Investors” page on our Web sitewebsite atinvestor.cirrus.com.

The Governance and Nominating Committee annually reviews the needs of the Board for various skills, experience, expected contributions, and other characteristics in determining the director candidates to be nominated at the annual meeting.Annual Meeting of Stockholders. The Governance and Nominating Committee will evaluate candidates for directors proposed by directors, stockholders, or management in light of the Governance and Nominating Committee’s views of the current needs of the Board for certain skills; the candidate’s background, skills, experience, or other characteristics; and the expected contributions and the qualification standards established from time to time by the Governance and Nominating Committee. If the Governance and Nominating Committee believes that the Board requires additional candidates for nomination, the Governance and Nominating Committee may engage a third-party search firm to assist in identifying qualified candidates. All directors and nominees will

submit a completed form of directors’ and officers’ questionnaire as part of the nominating process. The process may also include interviews and additional background and reference

checks for non-incumbent nominees, at the discretion of the Governance and Nominating Committee. Although the Board does not have a formal policy specifying how diversity should be considered in making determinations regarding nominations of directors, the Governance and Nominating Committee does take into account the benefits of diverse backgrounds, viewpoints, and experiences, as well as the benefits of a constructive working relationship among directors, when evaluating candidates for the Board.

The Governance and Nominating Committee believes that members of the Board should possess certain basic personal and professional qualities in order to properly discharge their fiduciary duties to stockholders, provide effective oversight of the management of the Company, and monitor the Company’s adherence to principles of sound corporate governance. Therefore, the Governance and Nominating Committee has determined that nominees for election as director should have the following qualifications: (i) possess the highest personal and professional ethics, integrity, and values; (ii) be committed to representing the long-term interests of the Company’s stockholders; (iii) have an inquisitive and objective perspective and mature judgment; (iv) possess strong business and financial acumen and judgment acquired through education, training, or experience; (v) possess experience at policy-making levels in business, government, education, or technology, and in areas that are relevant to the Company’s global business activities; (vi) have experience in matters of corporate governance; (vii) have experience in positions with a high degree of responsibility in the companies or institutions with which they are affiliated; and (viii) be prepared to devote appropriate time and attention to the Board and Committee duties required of a public company board member. Additionally, for non-employee director candidates, the nominees should have personal and business circumstances that permit them to serve on one or more of the various Committees of the Board.Committees.

These are not meant to be the exclusive criteria, however, and the Governance and Nominating Committee will also consider the contributions that a candidate can be expected to make to the collective functioning of the Board based upon the totality of the candidate’s credentials, experience, and expertise; the composition of the Board at the time; and other relevant circumstances.

Stockholders are able to recommend individuals to the Governance and Nominating Committee for consideration as potential director nominees by submitting their names, together with appropriate biographical information and background materials, and a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of the Company’s common stock for at least one year as of the date such recommendation is made. An eligible stockholder wishing to recommend a candidate must submit the following not lessno later than 120 calendar days prior to the anniversary ofdate that the dateCompany released this proxy statement for the proxy was released to the stockholders in connection with the previous year’s annual meeting:Annual Meeting: (A) a recommendation that identifies the candidate and provides contact information; (B) the written consent of the candidate to serve as a director of the Company, if elected; and (C) documentation establishing that the stockholder making the recommendation is an eligible stockholder.

Recommendations should be submitted to:

Governance and Nominating Committee

c/o Corporate Secretary

Cirrus Logic, Inc.

800 West 6^thW. Sixth Street

Austin, Texas 78701

The Governance and Nominating Committee will consider stockholder-recommended candidates pursuant to the Director Nominations Process outlined in the Company’s Corporate Governance Guidelines.Guidelines, which are available under the Corporate Governance section of our “Investors” page on our website atinvestor.cirrus.com.

Stockholders also have the right under the Company’s Bylaws to nominate candidates for election as directors by following the procedures, providing the information, and conforming to the submission deadlines specified in the Company’s Bylaws. Please see“Questions and Answers about the Proxy Materials, the Annual Meeting and Voting Procedures –Procedures: May I propose actions for consideration at next year’s annual meeting of stockholders or nominate individuals to serve as directors?”for further information.information.

Determination of Independence

The Board, which currently consists of sixeight directors, has determined that fivesix of the sixeight nominated directors are independent as defined by the applicable listing and regulatory standards. Specifically, the Governance and Nominating Committee has reviewed the independence of each director and determined that Messrs.nominees Carter, Davern, Dehne, Schuele, and Sherman, and Ms. Wang,King qualify as independent directors under this standard.these standards. Nominee Tupman does not qualify as an independent director under these standards because of a consulting arrangement with the Company that expires on June 28, 2015.

Corporate Governance Guidelines

On an annual basis, the Company reviews its corporate governance practices in light of any changes to applicable law, the rules of the SEC, and the Nasdaq listing standards. Among other matters, the Corporate Governance Guidelines include the following:following requirements:

For additional details, see the Company’s Corporate Governance Guidelines, which are available as Exhibit D to this proxy and under the Corporate Governance section of our “Investors” page on our Web sitewebsite atinvestor.cirrus.com.

Board Leadership Structure

The Board of Directors is committed to maintaining an independent Board comprised primarily of independent directors. To enhance the independence of the Board from management, we separatedseparate the roles of our Chief Executive Officer (“CEO”), Jason Rhode, and Chairman of the Board, AlAlan Schuele. We believe that this leadership structure demonstrates our commitment to good corporate governance and benefits our stockholders by enhancing the oversight of management by the Board, balancing power on ourthe Board, and encouraging balanced decision making.

The Board’s Role in Risk Oversight

Although management is responsible for identifying, assessing, and managing the material risks facing the Company, ourthe Board plays an ongoing and active role in the oversight of the Company’s risk management processes, along with the oversight of the most significant strategic and operational risks

faced by the Company and management’s efforts to mitigate those risks. OurThe Board is involved in the setting of the Company’s business strategy, which necessarily entails a determination of what constitutes an appropriate level of risk for the Company. In addition, at least annually, the Board discusses material risks related to the Company’s overall business strategy. Further, the management team reports to the Board on a quarterly basis the status of its efforts to manage what it believes are the Company’s most material risks.

Each of our Board committeesthe Committees also considers risk within the committee’sCommittee’s area of responsibility. Our Audit Committee regularly reviews with management the Company’s major financial and regulatory risk exposures and the steps management has taken to monitor and control such exposures. Also, in designing our compensation programs and structuring awards, the Compensation Committee considers whether such compensation programs may lead to undue risk taking. Finally, our Governance and Nominating Committee oversees risks relating to corporate governance policies and related governance matters.

Code of Conduct

The Company has adopted a Code of Conduct that applies to all of its directors, officers, and employees (including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions). A copy of the Code of Conduct is incorporated as Exhibit 14 toavailable under the Company’s Annual ReportCorporate Governance section of our “Investors” page on Form 10-K and is accessible on its Web siteour website atwww.cirrus.cominvestor.cirrus.com. The Code of Conduct, as applied to the Company’s senior financial officers, constitutes the Company’s “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and constitutes the Company’s “code of conduct” under the Nasdaq listing standards.

DIRECTOR COMPENSATION ARRANGEMENTS

Non-employee directors receive a combination of cash and equity-based compensation. Directors who are employed by the Company do not receive any additional compensation for their Board activities.service. Independent directors may not receive consulting, advisory, or other compensatory fees from the Company in addition to their Board compensation.

The following table sets forth the quarterly cash payments paid to non-employee directors for Board service during the fiscal year ended March 30, 2013:28, 2015:

The Company also reimburses non-employee directors for all reasonable out-of-pocket expenses incurred for attending Board and committeeCommittee meetings.

On May 26, 2015, the independent directors of the Board approved modifications to the retainer fees for the non-employee directors based on a recommendation by the Company’s Compensation Committee, which had analyzed the Company’s director compensation compared to the Company’s Proxy Group (as defined below in the section of the proxy statement entitled, “The Positioning Information We Use for Comparisons”). In particular, the independent directors of the Board approved the following modifications:

These modifications become effective beginning the second quarter of fiscal year 2016.

In addition to the cash compensation described above, each non-employee director receives equity-based compensation. Upon re-election to the Board, each non-employee director receives a full value stock award that vests immediately. In fiscal year 2013,2015, the total number of shares subject to this award granted to each non-employee director had a fair market value equalup to $150,000.00$150,000 as estimated on the date of grant. For newly elected non-employee directors, the Company awards an option to purchase shares of common stock of the Company at an exercise price of upequal to the fair market value of one share of the Company’s common stock on the date of grant upon becoming a director, with 25% vesting after one year and the remainder vesting ratably each month over the following 36 months. There were noThe total number of stock options granted to each newly elected non-employee directorsdirector for fiscal year 2013 and, hence, no options were granted to any non-employee directors in fiscal year 2013.2015 had a fair market value of $225,000 as estimated on the date of grant.

On May 26, 2015, the independent directors of the Board approved a modification concerning the stock award that is granted upon a non-employee director’s re-election to the Board. Effective after the 2016 annual meeting, for any director who is re-elected after having been appointed to the Board since the previous year’s annual meeting, his or her grant upon re-election will be prorated to reflect the actual duration of service as a director since his or her appointment.

The following table sets forth the information regarding the cash and equity-based compensation paid to our non-employee directors for services as members of the Board or any committee of the BoardCommittee during fiscal year 2013.2015.

DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 20132015

PROPOSALS TO BE VOTED ON

Proposal No. 1:

ELECTION OF DIRECTORSElection of Directors

The Board has approved sixeight nominees for election to the Board this year. All of the nominees have served as a director since the last annual meeting, including Mr. Carter, Mr. Dehne, Dr. Rhode, Mr. Sherman, Mr. Schuele, and Ms. Wang. Information regarding the business experience of each nominee and the particular experience, qualifications, attributes, or skills that qualify that person to serve as a director of the Company is provided below. All directors are elected annually to serve until the next annual meeting and until their respective successors are elected, or until their earlier resignation or removal. There are no family relationships among the Company’s executive officers and directors.

Vote Required

In the election of directors, the sixeight persons receiving the highest number of “FOR” votes will be elected.

Director Resignation Policy

Any nominee for director who receives a greater number of “WITHHOLD” votes than “FOR” votes in an uncontested election of directors shall tender to the Board his or her resignation as a director promptly following the certification of the election results. For purposes of this policy, (i) an “uncontested” election is one in which the Secretary determines that the number of nominees does not exceed the number of directors to be elected as of the date seven days prior to the scheduled mailing date of the proxy statement for such meeting, and (ii) abstentions and broker non-votes will not be considered as either “WITHHOLD” votes or “FOR” votes. The Governance and Nominating Committee will consider any resignation tendered under this policy and recommend to the Board whether to accept or reject it and the Board will act on such resignation, taking into account the Governance and Nominating Committee’s recommendation, within 90 days following the certification of the election results. The Governance and Nominating Committee in making its recommendation, and the Board in making its decision, may consider any information it deems appropriate including without limitation any reasons given by stockholders for their “WITHHOLD” votes, the qualifications of the Director, and his or her contributions to the Board and the Company. The Board will promptly disclose publicly its decision to accept or reject such a resignation and, if rejected, the reasons for doing so.

Information Aboutabout Nominees

JOHN C. CARTER

Director since 2009

Mr. Carter,, age 58,60, is currently a Principal at TCGen, which is a management consulting and advisory services firm that Mr. Carter founded in 2002 and is located in Menlo Park, California. Between November 2007 and January 2008, Mr. Carter was an Executive in Residence at Vantage Point Venture Partners, a venture capital firm in San Bruno, California, where he assisted in the management of several portfolio companies. Mr. Carter also served as Chief Technical Officer at Klipsch Group, a manufacturer of speakers in Indianapolis, Indiana, between February 2005 and October 2007. Mr. Carter began his career as an engineer at Bose Corporation in 1978, later becoming its Chief Engineer. Mr. Carter holds a B.S. in Engineering from Harvey Mudd College in Claremont, CA, and a Master’s in Electrical Engineering from the Massachusetts Institute of Technology.

The Governance and Nominating Committee believes that Mr. Carter’s extensive management experience with companies in the consumer audio market along withand his knowledge of that market, in addition to his background in venture and private equity investment transactions, make him well qualified to be on our Board of Directors.the Board. Mr. Carter also has relevant prior engineering and technical experiences in the markets we serve.

ALEXANDER M. DAVERN

Director since March 25, 2015

Mr. Davern, age 48, is currently the Chief Operating Officer, Executive Vice President, Chief Financial Officer and Treasurer of National Instruments Corporation (“NI”), an Austin-based supplier of measurement and automation products used by engineers and scientists in a wide range of industries. He joined NI in February 1994 and previously served in numerous leadership positions, including as NI’s Chief Financial Officer, Senior Vice President, IT and Manufacturing Operations and Treasurer from December 2002 to October 2010. Prior to joining NI, Mr. Davern worked both in Europe and in the United States for the international accounting firm of Price Waterhouse, LLP. Mr. Davern received his bachelor’s degree in Commerce and a diploma in professional accounting from University College in Dublin, Ireland.

The Governance and Nominating Committee believes that Mr. Davern is well qualified to be on the Board based on his extensive leadership experience in all aspects of managing a high technology company in Austin, Texas. In addition, Mr. Davern has extensive international finance experience within the technology industry. The Governance and Nominating Committee further believes that his experiences, along with his financial expertise, his familiarity with acquisitions and integrations, and his international tax experience make him well qualified to provide valuable insights to the Board and to serve a role in the oversight of our financial reporting and accounting practices as a member of the Audit Committee.

TIMOTHY R. DEHNE

Director since 2009

Mr. Dehne,, age 47,49, is currently the Vice President of Engineering for Briggo, Inc., a privately held corporation in Austin, Texas. Prior to this position, he served as the Vice President, Global Marketing, at Luminex Corporation between May 2012 and August 2013, an Austin-based company that develops, manufactures, and markets innovative biological testing technologies with applications throughout the life science and diagnostic industries. Prior to his appointment to Vice President, Global Marketing, Mr. Dehne held the position of Vice President of Systems Research and Development, a position he held between July 2009 and May 2012. He previously worked at National Instruments Corporation, an Austin-based supplier of measurement and automation products used by engineers and scientists in a wide range of industries. Mr. Dehne spent over 21 years at National Instruments Corporation where he held many leadership positions while helping to significantly grow the Companycompany to more than 4,000 employees and over $800 million in annual revenue. He most recentlyAt National Instruments Corporation, he held the position of Senior Vice President, Research & Development. Prior to his role as Senior Vice President, Research & Development at National

Instruments Corporation, Mr. Dehne served in various executive positions in marketing and engineering. Mr. Dehne holds a B.S. in Electrical Engineering from Rice University and serves on the Board of Directors for Asset Intertech, a privately held company, where he also serves onis Chairman of its Compensation Committee.

The Governance and Nominating Committee believes that Mr. Dehne is well qualified to be on ourthe Board of Directors based on his extensive leadership experience in all aspects of managing a high technology company in Austin, Texas, and his unique insight into significantly growing revenue at a high technology company while maintaining an innovative corporate culture and a great work environment. His leadership skills, experience in creating and capturing business opportunities, and experience in scaling up a business to enable growth are valuable to the Company and the Board.

CHRISTINE KING

Director Since October 2013

Ms. King, age 66, was formerly a director and President and Chief Executive Officer of Standard Microsystems Corporation, an analog and mixed signal semiconductor provider for the consumer electronics, automotive, and industrial markets, from October 2008 until August 2012. From September 2001 until March 2008, Ms. King served as President and Chief Executive Officer of AMI Semiconductor, Inc. Prior to that, Ms. King spent over 23 years at International Business Machines Corporation in various management roles, including her last assignment as Vice President of Semiconductor Solutions. Ms. King currently serves as a director of IDACORP, Inc., and its principal operating subsidiary Idaho Power Company. She also currently serves on the Board of Directors.Directors of QLogic Corporation, a supplier of high performance network infrastructure products that provide, enhance, and manage computer data communication, and Skyworks Solutions, Inc., a supplier of high performance analog semiconductors. She previously served on the boards of AMI Semiconductor, Inc. from 2003 until its acquisition by ON Semiconductor Corporation in March 2008; ON Semiconductor Corporation from March 2008 until October 2008; Analog Devices, Inc. from June 2003 to March 2008; and Atheros Communications from April 2008 until its acquisition in May 2011.

The Governance and Nominating Committee believes that Ms. King’s senior management and operational experience in a number of high technology and semiconductor companies, prior Board service, and knowledge of the semiconductor industry provide the Board with significant financial, strategic, and operational expertise.

JASON P. RHODE

Director since 2007

Dr. Rhode,, age 43,45, was appointed President and CEO, and a director of the Company, in May 2007. Dr. Rhode joined the Company in 1995 and served in various engineering positions until he became Director of Marketing for analog and mixed-signal products in November 2002. He was appointed Vice President, General Manager, Mixed-Signal Audio Products, in December 2004, a role he served in until his appointment as President and CEO. Dr. Rhode holds a B.S. in Electrical Engineering from San Diego State University, as well as M.S. and doctorate degrees in Electrical Engineering from North Carolina State University.

The Governance and Nominating Committee believes that Dr. Rhode’s prior experience as a semiconductor designer and his current role as Chief Executive OfficerCEO of the Company make him well qualified to be on ourthe Board of Directors based on his detailed and unique knowledge of the Company’s operations, opportunities, and challenges. In addition, the Governance and Nominating Committee believes that having Dr. Rhode serve on the Board of Directors helps to bridge the gap between the Company’s Board of Directors and management, to facilitate the regular flow of information between management and the Board, and to ensure that the Board of Directors and management act with a common purpose to execute our strategic initiatives and business plans.

WILLIAM D. SHERMAN

Director since 2001

Mr. Sherman, age 70, is Senior Counsel in the law firm of Morrison & Foerster LLP, where he has worked since 1987, specializing in corporate and corporate securities practice. He has extensive experience working with public companies, the Securities and Exchange Commission, and the Financial Industry Regulatory Authority, formerly known as the National Association of Securities Dealers. Mr. Sherman is also a recognized specialist on corporate governance matters by way of his representation of various public and private companies, and he regularly participates in panel discussions on executive compensation and corporate governance topics. In 1972, Mr. Sherman received a law degree from the University of California — Berkeley, School of Law, and an MBA degree from the Haas School of Business at the University of California — Berkeley.

Through his position with Morrison & Foerster LLP, Mr. Sherman has extensive experience with the legal, regulatory, and governance issues faced by a public company. The Governance and Nominating Committee believes that his background and experience position him to contribute significant corporate governance expertise to the Board of Directors and to serve as chairman of the Company’s Governance and Nominating Committee.

ALAN R. SCHUELE

Director Since 2011

Mr. Schuele,,age 67,69, has been a general partner since 2000 with Sevin Rosen Funds, a high tech venture capital firm. While at Sevin Rosen Funds, Mr. Schuele led the investments in a number of semiconductor companies, including Cicada Semiconductor (acquired by Vitesse), Zilker Labs and D2Audio Corporation (both acquired by Intersil), and Javelin Semiconductor (acquired by Avago Technologies, Ltd.). Prior to working at Sevin Rosen, he was Chief Executive Officer of Benchmarq Microelectronics and served as President and Chief Operating Officer of Unitrode Corporation after its merger with Benchmarq. Over his nearly 30 year30-year career in the semiconductor industry, he has held various executive and sales management positions in several semiconductor companies including the

Company, Crystal Semiconductor, Cypress Semiconductor, and Mostek. Mr. Schuele was also previously a director at InfoNow Corp., a leading provider of SaaS-based channel management solutions, where he has served as a director between 2008 and November 2011.

In addition to Mr. Schuele’s extensive executive management and sales experience at semiconductor companies, he has played key roles in major mergers and acquisitions and has worked extensively in Asian markets.

The Governance and Nominating Committee believes that these experiences, along with his experience in advising entrepreneurs on how to turn their emerging technologies into winning companies, make him well qualified to contribute strategic, operational, and industry expertise to the Board of Directors.Board.

SUSAN WANGWILLIAM D. SHERMAN

Director Since 2011since 2001

Ms. WangMr. Sherman,, age 62, retired72, is a former partner of the law firm of Morrison & Foerster LLP, where he worked between 1987 and December 2013. He specialized in February 2002 from her positioncorporate and corporate securities practice. He has extensive experience working with public companies, the SEC, and the Financial Industry Regulatory Authority, formerly known as Executive Vice Presidentthe National Association of Securities Dealers. Mr. Sherman is also a recognized specialist on corporate governance matters by way of his representation of various public and Chief Financial Officer of Solectron Corporation,private companies, and he regularly participates in panel discussions on executive compensation and corporate governance topics. In 1972, Mr. Sherman received a worldwide provider of electronics manufacturing services, where she served in various management positions from 1984 until the time of her retirement. Ms. Wang is currently a director of Suntech Power Holdings Co., Ltd., a solar energy company, and Nektar Therapeutics, a biopharmaceutical company. In addition, Ms. Wang served as a director of Calpine Corporation, an independent power generation company, from 2003 to 2008; Avanex Corporation, a telecommunications component and sub-systems provider, from 2002 to 2009; Rae Systems Inc., a developer of sensory technology for hazardous materials, from 2009 to 2010; and Altera Corporation, a programmable semiconductor company, from 2003 to 2013. Ms. Wang holds an M.B.A.law degree from the University of ConnecticutCalifornia – Berkeley, School of Law, and a B.B.A. in accountingan MBA degree from the Haas School of Business at the University of Texas.California – Berkeley.

Ms. Wang hasDuring his tenure with Morrison & Foerster LLP, Mr. Sherman had extensive executive management, board,experience with the legal, regulatory, and audit committee experience atgovernance issues faced by a public and private companies within the technology industry.company. The Governance and Nominating Committee believes that these experiences, along with her financialhis background and experience position him to contribute significant corporate governance expertise her knowledgeto the Board and to serve as Chairman of manufacturingthe Company’s Governance and supply chains, her familiarity with acquisitionsNominating Committee.

DAVID J. TUPMAN

Director Nominee

Mr. Tupman, age 52, is currently the CEO of Details Lab Inc., an advisory firm focusing on scaling organizations for high-growth, technology development and integrations,new product introduction. From 2001 to 2011, Mr. Tupman rose from manager to Vice President of hardware engineering at Apple, Inc., where he led the hardware engineering and her international experience make hertechnology teams for multiple mobile devices. Prior to Apple, Mr. Tupman worked at Psion Computers in London, England from 1995 to 2001 as a hardware-engineering manager, developing a number of personal digital assistant products. From 1988 to 1995, Mr. Tupman was a Principal Design Engineer at Schlumberger in Farnborough, England, where he developed low power, high precision sensors for the gas, fuel and aerospace industries. Mr. Tupman holds a Bachelor’s degree in Electronics Engineering from the University of Salford, England. Mr. Tupman is named as an inventor on more than 30 U.S. patents. Mr. Tupman has also served as a director of Pixelworks, Inc., a company that develops video display processing technology, since April 2014.

The Governance and Nominating Committee believes that Mr. Tupman is well qualified to provide valuable insights to ourbe on the Board of Directorsbased on his extensive engineering and to serve a roletechnology experience in the oversight of our financial reportingconsumer electronics and accounting practices as Chair of the Company’s Audit Committee.industrial markets.

The Board recommends a vote “FOR” the election to the Board of each of the foregoing nominees.

Proposal No. 2:

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMRatification of Appointment of Independent Registered Public

Accounting Firm

The Audit Committee of the Board has appointed Ernst & Young LLP (“Ernst & Young”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending March 29, 2014.26, 2016. During the fiscal year that ended March 30, 2013,28, 2015, Ernst & Young served as the Company’s independent registered public accounting firm and also provided certain tax services.

The Audit Committee pre-approves and reviews all audit and non-audit services provided by Ernst & Young. In considering the services to be provided by Ernst & Young, the Audit Committee considers whether the provision of non-audit services is compatible with maintaining the independence of Ernst & Young.

For additional information relating to the Audit Committee, see the Report of the Audit Committee of the Board on page 5069 of this proxy statement, as well as the Audit Committee Charter, which is included as Exhibit B to this proxy statement. The charter is also available under the Corporate Governance section of our “Investors” page on our Web sitewebsite atinvestor.cirrus.com.

A representative of Ernst & Young is expected to attend our annual meetingthe Annual Meeting and be available to respond to questions and, if he or she desires, to make a statement.

The Board recommends a vote “FOR” the ratification of the appointment of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending March 29, 2014.26, 2016.

If the appointment is not ratified, the Audit Committee will consider this an indication to select other auditors for the following fiscal year. Ratification of the appointment of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending March 29, 2014,26, 2016, requires the affirmative vote of a majority of the shares of common stock present or represented by proxy and entitled to vote at the meeting.

Proposal No. 3:

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATIONAdvisory Vote to Approve the Compensation of Named Executive Officers

Section 14A of the Securities Exchange Act of 1934 enables our stockholders to vote to approve, on an advisory, non-binding basis, the compensation of the Named Executive Officers as disclosed in this Proxy Statementproxy statement in accordance with the rules of the Securities and Exchange Commission.SEC. This vote is advisory, and, therefore, not binding on the Company, the Compensation Committee, or ourthe Board. However, the Board of Directors. However, our Board of Directors and ourthe Compensation Committee value the opinions of our stockholders and to the extent there is a significant vote against the compensation of the Named Executive Officers as disclosed in this Proxy Statement,proxy statement, we will consider our stockholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

As described in detail underin the headingsection of this proxy statement entitled, “Compensation Discussion and Analysis” at page 26,Analysis,” our executive compensation program is designed to attract, motivate, and retain executive officers, while aligning their interests with those of our stockholders. Under this program, our executive officers are rewarded for the achievement of strategic and operational objectives and the realization of increased stockholder value. Please read the Compensation Discussion and Analysis and the accompanying compensation tables of this Proxy Statementproxy statement for additional information about our executive

compensation program, including information about the compensation of the Named Executive Officers for fiscal year 2013.2015.

The Compensation Committee regularly reviews our executive compensation program to ensure that it achieves the desired goal of aligning our executive compensation structure with the interests of our stockholders and current market practices. We believe our executive compensation program is well designed, appropriately aligns executive pay with Company performance, and has demonstrated that it incentivizes desirable behavior from our executives. Therefore, we are asking our stockholders to indicate their support for the compensation of the Named Executive Officers as described in this Proxy Statement.proxy statement. This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on the compensation of the Named Executive Officers. Please note that this vote is not intended to address any specific item of compensation, but rather the overall compensation of the Named Executive Officers and the philosophy, policies, and practices described in this Proxy Statement.proxy statement.

We will ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the compensation paid to the company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

The Board recommends a vote “FOR” the approval of the above resolution.compensation of the Company’s Named Executive Officers, as disclosed in this proxy statement.

Proposal No. 4:

APPROVAL OF MATERIAL TERMS OF AMENDED 2007 MANAGEMENT AND KEY INDIVIDUAL CONTRIBUTOR INCENTIVE PLANApproval of the Third Amendment to, and the Restatement of, the 2006 Stock Incentive Plan

OurBackground and Purpose of the Proposal

The Board originally adopted the amended 2007 Management and Key Individual ContributorCirrus Logic, Inc. 2006 Stock Incentive Plan (the “Amended Plan”“Plan”) on May 10, 2006, subject to stockholder approval, and the Company’s stockholders approved the Plan on July 28, 2013,2006. The Plan has been amended twice since its initial adoption, and effective May 26, 2015, the Board approved a third amendment to the Plan that would increase the number of shares available for issuance pursuant to the Plan by 4,900,000 shares. At the Annual Meeting, stockholders will be asked to approve the increase in the number of shares available for issuance under the Plan (the “Third Amendment”), which is included as Exhibit A to this proxy statement. If approved by the Company’s stockholders at the Annual Meeting, the Third Amendment will become effective July 29, 2015.

Summary of the Third Amendment to the Plan

The use of stock-based awards under the Plan continues to be a key element of the Company’s compensation program. The purpose of the Third Amendment is to increase the number of shares of common stock that the Company may issue under the Plan by 4,900,000 shares, from 20,300,000 to 25,200,000 shares. As of March 28, 2015, 2,857,081 shares associated with RSUs and RSAs were expected to vest, and there were 3,322,141 options vested and unvested. No other equity awards were outstanding under the Plan as of such date. Of the 20,300,000 shares currently authorized for issuance under the Plan, there remain only 3,887,234 shares available for grant as of March 28, 2015.

The Plan is a broad-based plan under which the Company grants awards to its current and prospective employees, including officers, its directors, and consultants. The Company continues to believe that its long-term interests are best advanced by aligning the interests of its nonemployee directors and key employees with the interests of its stockholders. Therefore, to attract, retain and motivate nonemployee directors, officers and key management employees of exceptional abilities and, in recognition of the significant contributions to the long-term performance and growth of the Company and its subsidiaries made by these individuals, the Board has adopted the Third Amendment to, and a restatement of, the

Plan, subject to stockholder approval. Approval of the Third Amendment will permit the Company to continue to use stock-based compensation to align stockholder and employee interests and to motivate employees and others providing services to the Company or any subsidiary. While the Board is cognizant of the potential dilutive effect of compensatory stock awards, it also recognizes the significant motivational and performance benefits that are achieved from making such awards. The Board determined that an increase of 4,900,000 shares was appropriate based on a number of factors, including: an increase in burn rate related to retention grants associated with the acquisition of Wolfson Microelectronics plc (“Wolfson”), the current number of shares available under the Plan, the number of shares that remain subject to outstanding options and restricted stock units, the potential dilutive effects on the Company’s stockholders, the Company’s historical annual burn rates, and the anticipated future needs for equity to be able to attract and retain key employees and members of our leadership team.

Assuming the presence of a quorum, the affirmative vote of a majority of the shares present, in person or by proxy, to vote at the Annual Meeting is necessary for approval of the Third Amendment to, and restatement of, the Plan.

Consequences of Failing to Approve the Proposal

Failure of the Company’s stockholders to approve this Proposal will not affect the rights of existing award holders under the Plan or under any previously granted awards under the Plan; however, the Company may be required to reevaluate its compensation structure since adequate shares may not be available for grant in the future.

Summary of the Amended Plan

The following summary of the Plan, as amended by the Third Amendment (the “Amended Plan”), does not purport to be a complete description of all provisions of the Amended Plan. Assuming that the Third Amendment is approved, the Amended Plan shall be amended and restated in its entirety to incorporate all applicable changes to the Plan document. The Amended Plan should be read in conjunction with, and is qualified in its entirety by reference to the complete text of the proposed Amended Plan (as fully amended and restated), which is attached to this proxy statement as Exhibit A. The Amended Plan gives the Compensation Committee the ability to award stock options, stock appreciation rights (“SARs”), restricted stock (“Restricted Stock Awards”), restricted stock units (referred to as “Phantom Stock Awards” in the Plan) (“Restricted Stock Units”), bonus stock, and performance awards. Unless earlier terminated by action of the Board, the Amended Plan will terminate on July 28, 2024. Awards granted prior to the termination date of the Amended Plan will continue to be effective in accordance with their terms and conditions.

Persons Who May Participate. Employees, consultants and directors of the Company and its affiliates are eligible to receive an award under the Amended Plan. Only individuals who are employees of the Company or one of its corporate subsidiaries are eligible to receive Incentive Options (defined below). The Compensation Committee determines in its discretion which eligible persons will receive awards under the Amended Plan. As of March 28, 2015, there were approximately 1,100 employees and 8 directors eligible to receive awards under the Amended Plan.

Shares Subject to the Amended Plan. Subject to stockholder approval of the Third Amendment to the Plan and the adjustments described below, the total aggregate number of shares of common stock that may be subject to awards under the Amended Plan, since the inception of the Plan, is 25,200,000 shares. As of March 27, 2015 (the last trading day of fiscal year 2015), the price per share of the Company’s common stock was $33.29. The shares issued pursuant to awards under the Amended Plan may be authorized and unissued shares or shares that the Company reacquired, including shares purchased in the open market. To the extent that a share of common stock is subject to an outstanding

Full-Value Award, that award will reduce the aggregate share limit by 1.5 shares of common stock. To the extent that a share of common stock is subject to an outstanding award other than a Full-Value Award, the award reduces the aggregate share limit by one share of common stock. Shares withheld to satisfy any tax withholding obligation or shares tendered in payment of the exercise price of an option are counted in full against the number of shares available for award under the Plan. Awards that are settled in cash or are canceled or forfeited are not counted against the aggregate share limit and will be available for issuance pursuant to additional awards granted under the Amended Plan. The aggregate share limit may not be increased by repurchasing shares using option exercise proceeds.

No participant may be granted awards intended to comply with Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”) under the Amended Plan covering more than 400,000 shares in any one calendar year, subject to certain anti-dilution and other adjustments. The maximum amount of compensation that may be paid under all performance awards denominated in cash (including the fair market value of any shares of common stock paid in satisfaction of such performance awards) granted to any one individual during any calendar year may not exceed $5,000,000.

Administration. The Amended Plan will be administered by the Compensation Committee or another Committee of two or more directors selected by the Board who are “outside directors” as defined in Section 162(m) and “Non-Employee directors” as defined in SEC Rule 16b-3. Subject to the provisions of the Amended Plan, the Compensation Committee has the power to (i) determine which employees, consultants, or directors receive an award, the time or times when such award will be made, and the type, value and amount of the award that will be granted, (ii) construe the Amended Plan and the respective agreements executed under the Plan, (iii) prescribe rules and regulations relating to the Amended Plan, (iv) determine the terms, restrictions, and provisions of the agreements relating to each award, and (v) make all other determinations necessary or advisable for administering the Amended Plan.

Awards under the Amended Plan.

Stock Options. Options granted under the Amended Plan may be either incentive stock options qualifying under Internal Revenue Code (“IRC”) Section 422 (“Incentive Option”) or options that are not intended to qualify as incentive stock options (“Nonstatutory Option”). Under the terms of the Amended Plan, the exercise price for any stock option must be equal to or greater than the fair market value of common stock on the date of grant and, if granted to a participant who owns stock possessing more than 10% of the combined voting power of all classes of stock of the Company, must be equal to or greater than 110% of the fair market value of common stock on the date of grant. Options may not be granted with a term in excess of ten years (five years, in the case of an Incentive Option granted to a participant owning more than 10% of the Company’s voting power). Otherwise, the Compensation Committee has discretion to determine the number of shares subject to an option (subject to the Amended Plan’s stated limits), the vesting, expiration and forfeiture provisions for options, the restrictions on transferability of an option, and any other terms and conditions otherwise consistent with the Amended Plan. The exercise price of an option may be paid through various means acceptable to the Compensation Committee, including in cash or, to the extent allowed by the Compensation Committee, by delivering previously owned shares, by withholding shares deliverable upon the exercise of the option or by delivering to the Company the proceeds from the sale of shares of the Company’s stock issuable under an option. Other than in connection with a change in the Company’s capitalization or a reorganization (as outlined in more detail in the Amended Plan), the Amended Plan prohibits repricing stock options or the repurchase of underwater options for cash without stockholder approval.

Stock Appreciation Rights. A stock appreciation right or SAR provides the right to the monetary equivalent of the increase in the value of a specified number of the Company’s shares over a specified period of time after the right is granted. SARs may be paid in stock, cash or a combination thereof. SARs may be granted either in tandem with or as a component of other awards granted under the Amended Plan or not in conjunction with other awards and may, but need not, relate to a specific option. SARs are generally subject to the same terms and limitations as options or, when granted tandem to other awards, to the same terms as those other awards.

Restricted Stock Awards and Restricted Stock Units. A Restricted Stock Award is an award of shares, and a Restricted Stock Unit award is an award of units that represent the right to receive, at settlement, a number of shares or the cash value of a number of shares, in each case, the grant, issuance, retention and/or vesting of which is subject to such performance and other conditions as are specified by the Compensation Committee. The Compensation Committee has discretion to determine the terms of any Restricted Stock Award or Restricted Stock Unit award, including the number of shares subject to such award (subject to the Amended Plan’s stated limits), the price (if any) paid for shares subject to a Restricted Stock Award or Restricted Stock Units, and the minimum period over which a Restricted Stock Award or Restricted Stock Units may vest or be settled. Participants holding shares subject to a Restricted Stock Award may exercise full voting rights with respect to the shares during the restriction period and will be entitled to receive all dividend and other distributions with respect to the shares, subject to any requirement imposed by the Compensation Committee that such dividend or distribution amounts be reinvested in additional shares subject to a Restricted Stock Award or remain subject to the same restrictions as the Restricted Stock Award. Holders of Restricted Stock Units will be entitled to receive dividend equivalents only to the extent provided by the Compensation Committee.

Performance Award Units. The Amended Plan authorizes the grant of performance award units, pursuant to which participants are awarded bonus opportunities that are paid contingent upon the achievement of performance criteria specified by the Compensation Committee. The Compensation Committee has discretion to determine the terms of any performance award unit, including the maximum amount payable (subject to the Amended Plan’s stated limits), the performance period (which is generally at least one year), the performance criteria (which may be based on financial performance and/or personal performance evaluations) and level of achievement versus these criteria, the timing of any payment, restrictions on a performance award unit prior to actual payment, forfeiture provisions, and any other terms and conditions consistent with the Amended Plan. The Compensation Committee may specify the percentage of the target performance award unit that is intended to satisfy the requirements for “performance-based compensation” under Section 162(m) using “qualifying performance criteria” described below. Performance award units are payable in cash or shares of common stock as determined by the Compensation Committee. The Committee, in its sole discretion, may provide for an adjustable performance award value based upon the level of achievement of performance measures. Notwithstanding satisfaction of any performance goals, the number of shares issued under or the amount paid under an award may, to the extent specified in the award agreement, be reduced by the Compensation Committee on the basis of such further considerations as the Compensation Committee in its sole discretion shall determine.

Qualifying Performance Criteria. Qualifying performance criteria will be based upon (1) the price of a share of common stock, (2) the Company’s earnings per share, (3) the Company’s market share, (4) the market share of a business unit of the Company designated by the Compensation Committee, (5) the Company’s sales, (6) the sales of a business unit of the Company designated by the Compensation Committee, (7) the net income (before or after taxes) of the Company or any business unit of the Company designated by the Compensation Committee, (8) the cash flow return on investment of the Company or any business unit of the Company designated by the Compensation Committee, (9) the

earnings before or after interest, taxes, depreciation, and/or amortization of the Company or any business unit of the Company designated by the Compensation Committee, (10) the economic value added, (11) the return on stockholders’ equity achieved by the Company, (12) the total stockholders’ return achieved by the Company, or (13) a combination of any of the foregoing.

Bonus Stock. Each bonus stock award constitutes a transfer of unrestricted common shares on such terms and conditions as the Compensation Committee determines. Bonus stock awards will be made in shares of common stock and need not be subject to performance criteria or objectives or to forfeiture. The purchase price, if any, for common stock issued in connection with a bonus stock award will be determined by the Compensation Committee in its discretion.

Transferability. Unless otherwise provided for by the Compensation Committee, awards under the Amended Plan are generally only transferable by the will or laws of descent and distribution or pursuant to a domestic relations order entered or approved by a court of competent jurisdiction. The Compensation Committee does have the discretion to permit the transfer of an award (other than an Incentive Option) under certain other circumstances.

Tax Withholding. A participant must satisfy any applicable federal, state, local or foreign tax withholding obligations that arise due to an award made under the Amended Plan, and the Compensation Committee will not be required to issue any shares or make any payment until the participant satisfies those obligations in a manner satisfactory to the Company. The Compensation Committee may permit tax withholding obligations to be satisfied by having the Company withhold a portion of the cash or shares that would otherwise be issued to the participant under an award or by allowing the participant to tender previously acquired shares.

Corporate Change and Other Adjustments. The Amended Plan provides that, upon a Corporate Change (as defined in the Amended Plan), the Compensation Committee may accelerate the vesting of options, cancel options and cause the Company to make payments in respect thereof in cash, or adjust the outstanding options as appropriate to reflect such Corporate Change (including, without limitation, adjusting an option to provide that the number and class of shares of common stock covered by such option will be adjusted so that the option will thereafter cover securities of the surviving or acquiring corporation or other property (including cash) as determined by the Compensation Committee). Upon the occurrence of a Corporate Change, the Compensation Committee may adjust the outstanding Restricted Stock Awards as appropriate to reflect such Corporate Change or fully vest such outstanding Restricted Stock Awards and, upon such vesting, all restrictions applicable to such Restricted Stock will terminate. Further, upon the occurrence of a Corporate Change, the Compensation Committee may adjust the outstanding performance awards or Restricted Stock Units as appropriate to reflect such Corporate Change, or cancel any of such outstanding awards and cause the Company to make payments in respect thereof in cash, which payments will be prorated in the event that the applicable performance or vesting period with respect to such awards has not been completed.

The maximum number of shares that are intended to comply with Section 162(m) and may be issued under the Amended Plan, and the maximum number of shares that may be issued to any one individual and the other individual award limitations, as well as the number and price of shares of common stock or other consideration subject to an award under the Amended Plan, will be appropriately adjusted by the Compensation Committee in the event of changes in the outstanding common stock by reason of recapitalizations, reorganizations, mergers, consolidations, combinations, split-ups, split-offs, spin-offs, exchanges or other relevant changes in capitalization or distributions to the holders of common stock occurring after an award is granted.

Amendment and Termination. The Board may from time to time amend, alter, or terminate the Amended Plan; however, any change that would impair the rights of a participant with respect to an

award theretofore granted will require the participant’s consent. Further, without the prior approval of our stockholders, the Board may not amend the Amended Plan to change the class of eligible individuals, increase the number of shares of common stock that may be issued under the Amended Plan, or amend or delete the provisions of the Amended Plan that prevent the Compensation Committee from amending any outstanding option contract to lower the option price or paying cash for underwater options.

Federal Income Tax Consequences

The following discussion is for general information only and is intended to summarize briefly the U.S. federal tax consequences to participants arising from participation in the Amended Plan. This description is based on current law, which is subject to change (possibly retroactively). The tax treatment of participants in the Amended Plan may vary depending on the particular situation and therefore may be subject to special rules not discussed below. No attempt has been made to discuss any potential foreign, state or local tax consequences.

Incentive Options; Nonstatutory Options; SARs. Participants will not realize taxable income upon the grant of a Nonstatutory Option or an SAR. Upon the exercise of a Nonstatutory Option or SAR, a participant will recognize ordinary compensation income (subject to withholding) in an amount equal to the excess of (i) the amount of cash and the fair market value of common stock received, over (ii) the exercise price (if any) paid therefore.

A participant will generally have a tax basis in any shares of common stock received pursuant to the exercise of an SAR, or pursuant to the cash exercise of a Nonstatutory Option, that equals the fair market value of such shares on the date of exercise. Subject to the discussion under “Federal Income Tax Consequences – Tax Code Limitations on Deductibility” below, the Company or its subsidiary (as applicable) will be entitled to a deduction for federal income tax purposes that corresponds as to timing and amount with the compensation income recognized by a participant under the foregoing rules.

Participants eligible to receive an Incentive Option will not recognize taxable income on the grant of an Incentive Option. Upon the exercise of an Incentive Option, a participant will not recognize taxable income, although the excess of the fair market value of the shares of common stock received upon exercise of the Incentive Option (“ISO Stock”) over the exercise price will increase the alternative minimum taxable income of the participant, which may cause such participant to incur alternative minimum tax. The payment of any alternative minimum tax attributable to the exercise of an Incentive Option would be allowed as a credit against the participant’s regular tax liability in a later year to the extent the participant’s regular tax liability is in excess of the alternative minimum tax for that year.

Upon the disposition of ISO Stock that has been held for the requisite holding period (generally, at least two years from the date of grant and more than one year from the date of exercise of the Incentive Option), a participant will generally recognize capital gain (or loss) equal to the excess (or shortfall) of the amount received in the disposition over the exercise price paid by the participant for the ISO Stock. However, if a participant disposes of ISO Stock that has not been held for the requisite holding period (a “Disqualifying Disposition”), the participant will recognize ordinary compensation income in the year of the Disqualifying Disposition in an amount equal to the amount by which the fair market value of the ISO Stock at the time of exercise of the Incentive Option (or, if less, the amount realized in the case of an arm’s-length disposition to an unrelated party) exceeds the exercise price paid by the participant for such ISO Stock. A participant would also recognize capital gain to the extent the amount realized in the Disqualifying Disposition exceeds the fair market value of the ISO Stock on the exercise date. If the exercise price paid for the ISO Stock exceeds the amount realized (in the case of an arm’s-length disposition to an unrelated party), such excess would ordinarily constitute a capital loss.

Generally, the Company will not be entitled to any federal income tax deduction upon the grant or exercise of an Incentive Option, unless a participant makes a Disqualifying Disposition of the ISO Stock. If a participant makes a Disqualifying Disposition, the Company will then, subject to the discussion below under “Federal Income Tax Consequences – Tax Code Limitations on Deductibility,” be entitled to a tax deduction that corresponds as to timing and amount with the compensation income recognized by a participant under the rules described in the preceding paragraph.

Under current rulings, if a participant transfers previously held shares of common stock (other than ISO Stock that has not been held for the requisite holding period) in satisfaction of part or all of the exercise price of a Nonstatutory Option or Incentive Option, no additional gain will be recognized on the transfer of such previously held shares in satisfaction of the Nonstatutory Option or Incentive Option exercise price (although a participant would still recognize ordinary compensation income upon exercise of an Nonstatutory Option in the manner described above). Moreover, that number of shares of common stock received upon exercise which equals the number of shares of previously held common stock surrendered therefore in satisfaction of the Nonstatutory Option or Incentive Option exercise price will have a tax basis that equals, and a capital gains holding period that includes, the tax basis and capital gains holding period of the previously held shares of common stock surrendered in satisfaction of the Nonstatutory Option or Incentive Option exercise price. Any additional shares of common stock received upon exercise will have a tax basis that equals the amount of cash (if any) paid by the participant, plus the amount of compensation income recognized by the participant under the rules described above.

The Amended Plan allows the Compensation Committee to permit the transfer of awards in limited circumstances. See “Summary of the Amended Plan – Transferability.” For income and gift tax purposes, certain transfers of Nonstatutory Options and SARs generally should be treated as completed gifts, subject to gift taxation.

The IRS has not provided formal guidance on the income tax consequences of a transfer of Nonstatutory Options (other than in the context of divorce) or SARs. However, the IRS has informally indicated that after a transfer of stock options (other than in the context of divorce pursuant to a domestic relations order), the transferor will recognize income, which will be subject to withholding, and FICA/FUTA taxes will be collectible at the time the transferee exercises the stock options.

In addition, if a participant transfers a vested Nonstatutory Option to another person and retains no interest in or power over it, the transfer is treated as a completed gift. The amount of the transferor’s gift (or generation-skipping transfer, if the gift is to a grandchild or later generation) equals the value of the Nonstatutory Option at the time of the gift. The value of the Nonstatutory Option may be affected by several factors, including the difference between the exercise price and the fair market value of the stock, the potential for future appreciation or depreciation of the stock, the time period of the Nonstatutory Option and the illiquidity of the Nonstatutory Option. The transferor will be subject to a federal gift tax, which will be limited by (i) the annual exclusion of $14,000 (for 2015) per donee, (ii) the transferor’s lifetime exclusion, or (iii) the marital or charitable deduction rules. The gifted Nonstatutory Option will not be included in the participant’s gross estate for purposes of the federal estate tax or the generation-skipping transfer tax.

This favorable tax treatment for vested Nonstatutory Options has not been extended to unvested Nonstatutory Options. Whether such consequences apply to unvested Nonstatutory Options is uncertain, and the gift tax implications of such a transfer are a risk the transferor will bear upon such a disposition. The IRS has not specifically addressed the tax consequences of a transfer of SARs.

Restricted Stock Awards; Restricted Stock Units; Cash Awards. A participant will recognize ordinary compensation income upon receipt of cash pursuant to a cash award or, if earlier, at the time the cash is

otherwise made available for the participant to draw upon. A participant will not have taxable income at the time of grant of a stock award in the form of Restricted Stock Units denominated in common stock, but rather, will generally recognize ordinary compensation income at the time he or she receives cash or common stock in settlement of the Restricted Stock Units in an amount equal to the cash or the fair market value of common stock received. In general, a participant will recognize ordinary compensation income as a result of the receipt of common stock pursuant to a Restricted Stock Award in an amount equal to the fair market value of common stock when such stock is received; provided that, if the stock is not transferable and is subject to a substantial risk of forfeiture when received, a participant will recognize ordinary compensation income in an amount equal to the fair market value of common stock (i) when the common stock first becomes transferable or is no longer subject to a substantial risk of forfeiture, in cases where a participant does not make an valid election under Section 83(b) of the IRC, or (ii) when common stock is received, in cases where a participant makes a valid election under Section 83(b) of the IRC.

A participant will be subject to withholding for federal, and generally for state and local, income taxes at the time he or she recognizes income under the rules described above with respect to common stock or cash received. Dividends that are received by a participant prior to the time that common stock is taxed to the participant under the rules described in the preceding paragraph are taxed as additional compensation, not as dividend income. The tax basis in common stock received by a participant will equal the amount recognized by him as compensation income under the rules described in the preceding paragraph, and the participant’s capital gains holding period in those shares will commence on the later of the date the shares are received or the restrictions lapse.

Subject to the discussion immediately below, the Company or one of its subsidiaries (as applicable) will be entitled to a deduction for federal income tax purposes that corresponds as to timing and amount with the compensation income recognized by a participant under the foregoing rules.

Tax Code Limitations on Deductibility. In order for the amounts described above to be deductible, such amounts must constitute reasonable compensation for services rendered or to be rendered and must be ordinary and necessary business expenses.

The Company’s ability (or the ability of one of its subsidiaries, as applicable) to obtain a deduction for future payments under the Amended Plan could also be limited by the golden parachute payment rules of Section 280G of the IRC, which prevent the deductibility of certain excess parachute payments made in connection with a change in control of an employer-corporation.

Finally, the Company’s ability (or the ability of one of its subsidiaries, as applicable) to obtain a deduction for amounts paid under the Amended Plan could be limited by Section 162(m), which limits the deductibility, for federal income tax purposes, of compensation paid to Covered Employees of a publicly traded corporation to $1,000,000 with respect to any such officer during any taxable year of the corporation. However, an exception applies to this limitation in the case of certain performance-based compensation. In order to exempt performance-based compensation from the $1,000,000 deductibility limitation, the grant or vesting of the award relating to the compensation must be based on the satisfaction of one or more performance goals as selected by the Compensation Committee. Performance-based awards intended to comply with Section 162(m) may not be granted in a given period if such awards relate to shares of common stock which exceed a specified limitation or, alternatively, the performance-based awards may not result in compensation, for a participant, in a given period which exceeds a specified limitation. If the Amended Plan is approved at the Annual Meeting, a participant who receives an award or awards intended to satisfy the performance-based exception to the $1,000,000 deductibility limitation may not receive performance-based awards relating to more than 400,000 shares of common stock or, with respect to awards not related to shares of common stock, $5,000,000, in any given fiscal year. Although the Amended Plan has been drafted

to satisfy the requirements for the performance-based compensation exception, the Company may determine that it is in its best interests not to satisfy the requirements for the exception. See “Summary of the Amended Plan – Awards under the Amended Plan – Performance Award Units” and “Summary of the Amended Plan – Awards under the Amended Plan – Qualifying Performance Criteria.”

New Plan Benefits

A summary of the material features of the Amended Plan, including the class of persons eligible to participate therein and the number of persons in such class, is included above under the title “Summary of Amended Plan.”

The awards, if any, that will be made to eligible persons under the Amended Plan are subject to the discretion of the Compensation Committee and, thus, the Company cannot currently determine the benefits or number of shares subject to awards that may be granted in the future to its executive officers, employees and directors under the Amended Plan. Therefore, the New Plan Benefits Table is not provided.

The Company made its annual equity awards under the Plan for fiscal year 2015 to the Named Executive Officers, nonemployee directors, and to its other eligible employees. The grants to the Named Executive Officers are reflected in the “Fiscal Year 2015 Grants of Plan-Based Awards” section that can be found on page 57 of this proxy statement. The fiscal year 2015 grant to the nonemployee directors is reflected in the Director Compensation Table on page 14.

Options Previously Awarded

The following table states the amount of options that have been previously granted pursuant to the Plan as of March 28, 2015:

Name and Position, or Group, as Applicable		Number of Options Previously Granted
●        William D. Sherman			70,000
●        David J. Tupman			0
All Employees as a Group, Excluding Current Executive Officers			2,166,465

Vote Required and Board Recommendation

Approval of the Third Amendment to the Plan, which increases the number of shares of common stock that the Company may issue under the Plan by 4,900,000 shares, from 20,300,000 to 25,200,000 shares, requires the affirmative vote of the holders of a majority of the total number of shares of common stock present in person or by proxy and entitled to vote on the matter. Unless marked to the contrary, proxies received will be voted FOR approval. The Board believes strongly that the approval of the Third Amendment to the Plan is essential to the Company’s continued success. For the reasons stated above, the stockholders are being asked to approve this Proposal.

The Board recommends a vote “FOR” the approval of the third amendment to, and the restatement of, the 2006 Stock Incentive Plan.

Proposal No. 5:

Approval of Material Terms of the 2006 Stock Incentive Plan, as Amended and Restated by the Third Amendment, for Purposes of Complying with the Requirements of Section 162(m) of the Internal Revenue Code

Background and Purpose of the Proposal

In addition to the amendment and restatement of the Plan, the Board is also requesting that stockholders reapprove the material terms of the Amended Plan by our stockholders. The proposed Amended Plan is attached hereto as Exhibit E. To the extent the summary description below differs from the Amended Plan attached in Exhibit E, the text of the Amended Plan shall govern.

We are asking our stockholders to approve the material terms of the Amended Plan pursuant to Section 162(m) of the Internal Revenue Service Code (“Section 162(m)”) to make availableso that certain designated awards under the Amended Plan awards that are designed to constitute “performance-based compensation” under Section 162(m).

Our ability to use the Amended Plan in order to grant tax-deductible awards to certain employees could potentially be limited without receiving stockholder approval of the material terms of the Amended Plan under Section 162(m). The Amended Plan is intended to qualify for exemption from the deduction limitations of Section 162(m) by providing “performance-based compensation” to “covered employees” within the meaning of Section 162(m). UnderAs discussed in Proposal No. 4 above, under Section 162(m), the federal income tax deductibility of compensation paid to our Presidentthe CEO and Chief Executive Officer and our three other most highly compensated officers (other than ourthe CEO and our principal financial officer)or the Company’s Chief Financial Officer) determined pursuant to the executive compensation disclosure rules under the Securities Exchange Act of 1934 (“Covered Employees”Employees”) may be limited to the extent such compensation exceeds $1,000,000 in any taxable year. However, wethe Company may deduct compensation paid to ourits Covered Employees in excess of that amount if it qualifies as “performance-based compensation” as defined in Section 162(m).

In addition to certain other requirements, in order for awards under the Amended Plan to constitute “performance-based compensation,” the material terms of the Amended Plan must be disclosed to and approved by our stockholders.the Company’s stockholders no later than the first stockholder meeting that occurs in the fifth year following the year in which stockholders previously approved the Plan, or at the time of a material amendment to the plan, whichever occurs first. Because the Company is seeking stockholder approval in Proposal No. 4 of a material amendment to the plan, we are also seeking this separate stockholder approval for purposes of Section 162(m).

Under the Section 162(m) regulations, the material terms of the Amended Plan are and we are specifically requesting that our stockholders vote to approve: (i) the maximum amount of compensation that may be paid to a participant under the Amended Plan in any fiscal year, (ii) the individualsemployees eligible to receive compensation under the Amended Plan, and (iii) the performancebusiness criteria on which the performance goals are basedbased. The Company intends that awards under the Amended Plan continue to qualify for purposesexemption from the deduction limitations of Section 162(m). Each of these itemsAccordingly, the Company is discussed below, and stockholder approval of this proposal constitutes approval of each of these items for purposesasking its stockholders to reapprove the material terms of the Amended Plan for Section 162(m) stockholder approval requirements.purposes so that awards under the Amended Plan that are intended to qualify

If

as “performance-based compensation” within the meaning of Section 162(m) will be fully deductible by the Company. The material terms of the Amended Plan are disclosed above in Proposal No. 4 as follows: (i) the maximum amount of compensation is described in the section entitled “Summary of the Third Amendment to the Plan” (ii) the eligible employees are described in the section entitled “Summary of the Amended Plan – Persons Who May Participate,” and (iii) the business criteria are described in the section entitled “Summary of the Amended Plan – Awards under the Amended Plan – Qualifying Performance Criteria.”

Consequences of Failing to Approve the Proposal

Failure of the Company’s stockholders to approve this proposalProposal will not affect the rights of existing award holders under the Amended Plan or under any previously granted awards under the Amended Plan. However, if this Proposal is not approved, cash incentive awards grantedthe Company may be required to ourreevaluate its compensation structure since compensation paid to Covered Employees in future years may not be deductible by the Company to the extent they exceed $1,000,000, meaning that we may be limited in our ability to grant awards that are both deductibleit exceeds $1,000,000.

Vote Required and that satisfy our compensation objectives. Please see the section of our Compensation Discussion and Analysis titled “Annual Performance Awards” for a general descriptionBoard Recommendation

Approval of the performance awards granted under the Amended Plan.

Administrationmaterial terms of the Plan

The Amended Plan is administered by our Compensation Committee. Subject to certain conditions, the Compensation Committee may delegate certain powers and authority under the Plan to the Corporation’s officers as it deems necessary or appropriate. The Compensation Committee will, among other things, have full authority and discretion to designate the participants in the Plan, interpret the terms and conditions of such awards (including the performance goal(s) and performance measure(s) to be utilized), and determine whether the performance goals have been achieved.

Maximum Amount of Compensation

Consistent with certain provisions Section 162(m), the Amended Plan includes an individual award limitfor Section 162(m) purposes requires the affirmative vote of the holders of a majority of the total number of shares of common stock present in person or by proxy and entitled to vote on the maximum amountmatter. For these purposes, broker non-votes are not treated as entitled to vote. Unless marked to the contrary, proxies received will be voted FOR approval. The Board believes strongly that the approval of compensation payable underthe material terms of the Amended Plan to a Covered Employee in any fiscal year. The amount payable to any employee under the Amended Plan in any fiscal year may not exceed $2,000,000.

Eligibility

Any employeefor purposes of the Company whoSection 162(m) is in a management or leadership position or who is a key individual contributor whose efforts potentially have a material impact onessential to the Company’s performance is eligiblecontinued success. For the reasons stated above, the stockholders are being asked to receive awards under the Amended Plan. Although Section 162(m) only limits the deductibility for compensation paid to a Covered Employee who is employed as of the end of the year, we may apply the performance goals described below to other senior officers in the event that any of them could be deemed to be a Covered Employee under the Section 162(m) regulations during the time that they hold the performance award.

Performance Criteria and Performance Awards

The Compensation Committee may use any measures of performance described below it deems appropriate in establishing performance conditions and may exercise its discretion, to the extent such discretion does not violate applicable law, to decrease the amounts payable under any award based on such conditions. If an eligible employee is a Covered Employee, and the Compensation Committee determines that the contemplated award should qualify as “performance-based compensation” under Section 162(m), then the grant and/or settlement of such award will be contingent upon achievement of one or more pre-established performance goals based on business criteria set forth below (a “performance award”).

Performance goals set by the Compensation Committee may relate to one or more of the following objective performance criteria (“Performance Criteria”) that the Compensation Committee determines

is appropriate: (i) stock price, (ii) earnings per share (diluted or basic), (iii) operating income, (iv) return on equity or assets, (v) cash flow, (vi) earnings before interest, taxes, depreciation and amortization (“EBITDA”), (vii) adjusted EBITDA, (viii) overall revenue or sales growth, (ix) expense reduction or management, (x) market share, (xi) total shareholder return, (xii) return on investment, (xiii) earnings before interest and taxes, (xiv) net income, (xv) return on net assets, (xvi) economic value added, (xvii) shareholder value added, (xviii) cash flow return on investment, (xix) net operating profit, (xx) net operating profit after tax, (xxi) return on capital, (xxii) return on invested capital, (xxiii) achievement of savings from business improvement projects, (xxiv) capital project deliverables, (xxv) human resources management targets, including medical cost reductions and time to hire, (xxvi) leverage ratios including debt to equity and debt to total capital; (xxvii) debt reduction; (xxviii) new or expanded market penetration; (xxix) satisfactory internal or external audits; (xxx) revenues; (xxxi) operating profit margin; (xxxii) revenue growth and (xxxiii) any of the above goals determined on an absolute or relative basis or as compared to the performance of a published or special index deemed applicable by the Compensation Committee including, but not limited to, the Russell 2000 Index or a group of comparable companies. Performance goals may be based on attainment of such target levels of one or more of the Performance Criteria, over one or more periods of time, which may be of varying and overlapping durations, as determined by the Compensation Committee. Performance Criteria may be absolute, relative to one or more other companies, or relative to one or more indexes, and may be contingent upon future performance of the Company or any subsidiary, division, unit or product line thereof. Which Performance Criteria to be used with respect to any award, and the weight to be accorded thereto if more than one factor is used, shall be determined by the Compensation Committee, in its sole discretion, at the time of grant.

Performance Criteria shall be subject to adjustment to exclude the impact of any of the following events or occurrences which the Compensation Committee determines should appropriately be excluded: (i) any amounts accrued by the Company or its subsidiaries pursuant to management bonus plans or cash profit sharing plans and related employer payroll taxes for the fiscal year; (ii) any discretionary or matching contributions made to a savings and deferred profit-sharing plan or deferred compensation plan for the fiscal year; (iii) asset write-downs; (iv) litigation, claims, judgments or settlements; (v) the effect of changes in tax law or other such laws or regulations affecting reported results; (vi) accruals for reorganization and restructuring programs; (vii) any extraordinary, unusual or nonrecurring items as described in the Accounting Standards Codification Topic 225, as the same may be amended or superseded from time to time; (viii) any change in accounting principle as defined in the Accounting Standards Codification Topic 250, as the same may be amended or superseded from time to time; (ix) any loss from a discontinued operation as described in the Accounting Standards Codification Topic 360, as the same may be amended or superseded from time to time; (x) goodwill impairment charges; (xi) operating results for any business acquired during a specified year; (xii) third-party expenses associated with any acquisition by the Company or any subsidiary; (xiii) items that the Board has determined do not represent core operations of the Company, specifically including, but not limited to, interest expenses, taxes, depreciation and amortization charges; (xiv) marked-to-market adjustments for financial instruments; (xv) impairment to assets; and (xvi) any other extraordinary events or occurrences identified by the Compensation Committee, including, but not limited to, such items described in management’s discussion and analysis of financial condition and results of operations or the financial statements and notes thereto appearing in the Company’s annual report to shareholders for the applicable year.

The benefits provided under the Amended Plan are intended to be exempt from coverage under Section 409A of the Code. However, to the extent any benefits paid under the Plan are subject to the provisions of Section 409A of the Code, the award will be interpreted and construed in a manner necessary in order to comply with Section 409A or an exception thereto.

The awards, if any, that will be made to eligible persons under the Amended Plan are subject to the discretion of the Compensation Committee and are dependent on the attainment of performance goals and, therefore, we cannot currently determine the benefits that may be granted or paid in the future to our executive officers, employees and directors under the Amended Plan.approve this Proposal.

The Board recommends a vote “FOR” the approval of the material terms of the Amended Plan.2006 Stock Incentive Plan, as amended and restated by the Third Amendment, for purposes of complying with the requirements of Section  162(m) of the Internal Revenue Code.

OTHER MATTERS

The Company knows of no other matters that will be presented for consideration at the annual meeting.Annual Meeting. If any other matters properly come before the annual meeting,Annual Meeting, it is the intention of the persons named in the Proxy to vote the shares they represent as the Board may recommend. Discretionary authority with respect to such other matters is granted by the execution of the Proxy.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT

The following table contains information regarding the beneficial ownership of our common stock as of May 14, 201312, 2015 by:

The Company’s commonCommon stock is the only class of voting securities issued by the Company. Unless otherwise indicated in the footnotes, the beneficial owner has sole voting and investment power with respect to the securities beneficially owned, subject only to community property laws, if applicable.

RSUs for the purpose of computing the number of shares beneficially owned and the percentage ownership of such person, but are not deemed outstanding for the purpose of computing the percentage of any other person or group. This table does not include options, RSUs or RSUsMSUs that vest more than 60 days after May 14, 2013.12, 2015.

(2)	Based on a Schedule 13G filed with the SEC on February 8, 2013, Blackrock Inc.January 12, 2015, FMR LLC is the beneficial owner and hasof 7,873,675 shares, with sole voting power for 5,131,833as to 3,347,484 shares and sole dispositive power as to 7,873,675 shares.

(3)	Based on a Schedule 13G filed with the SEC on January 9, 2015, Blackrock Inc. is the beneficial owner of 6,601,841 shares, with sole voting power as to 6,394,613 shares, and sole dispositive power as to 6,601,841 shares.

(4)

Based on a Schedule 13G filed with the SEC on February 12, 2013,11, 2015, The Vanguard Group Inc. is the beneficial owner of 3,892,1564,481,694 shares, with sole voting power as to 90,80082,542 shares, sole dispositive power as to 3,804,3564,404,052 shares, and shared dispositive power as to 87,80077,642 shares.

(4)(5)

Includes 862,4511,002,359 shares issuable upon exercise of options held by Dr. Rhode and 23,812 shares held directly.

(5)	Includes 225,715 shares issuable upon exercise of options held by Mr. Anderson and 20,00098,873 shares held directly.

(6)	Includes 185,637112,936 shares issuable upon exercise of options held by Mr. Case and 88018,203 shares held directly.

(7)	Includes 145,25935,000 shares issuable upon exercise of options held by Mr. ThomasDehne and 12,16725,931 shares held directly.

(8)	Includes 114,274 shares issuable upon exercise of options held by Mr. Stein.

(9)	Includes 54,16640,000 shares issuable upon exercise of options held by Mr. Carter and 6,35420,488 shares held directly.

(10)(9)

Includes 34,166 shares issuable upon exercise of options held by Mr. Dehne and 17,108 shares held directly.

(11)	Includes 5,94218,906 shares issuable upon exercise of options held by Mr. Schuele and 21,79330,927 shares held directly.

(10)	Includes 17,499 shares issuable upon exercise of options held by Mr. Smith and 44 shares held directly.

(11)	Includes 8,566 shares issuable upon exercise of options held by Ms. King and 6,462 shares held directly.

(12)	All shares are directly held.

(13)	Includes 12,4242,701 shares issuable upon exercise of options held by Ms. Wang and 5,3113,242 shares held directly.

(13)	All shares are directly held.

(14)	Includes options held by all executive officers and directors to purchase an aggregate of 1,874,0181,781,768 shares of our Common Stockcommon stock that are exercisable within 60 days of May 14, 2013.12, 2015.

EXECUTIVE OFFICERS

Scott A. Anderson – Senior Vice President and General Manager, Mixed-Signal Audio ProductsDivision

Mr. Anderson, age 59,61, was appointed Senior Vice President and General Manager, Mixed-Signal Audio Products,Division, in October 2007. Prior to joining the Company, Mr. Anderson served as the President and Chief Operating Officer of Freescale Semiconductor between March 2004 and February 2005, and as President and Chief Executive Officer of Motorola Semiconductor Products Sector (“SPS”) between February 2003 and December 2003.

Jo-Dee M. Benson – Vice President, Chief Culture Officer

Ms. Benson, age 53,55, was appointed Vice President, Chief Culture Officer, as of July 2011. Previously, she hadShe joined the Company in July 1995 and served in various marketing communications management roles. Prior to being appointed to her current position, Ms. Benson served as Vice President, Corporate Communications and Human Resources from July 2005 to July 2011, and as Vice President, Corporate Marketing Communications between January 2001 and Human ResourcesJuly 2005.

Andrew Brannan – Vice President Worldwide Sales

Mr. Brannan, age 48, joined Cirrus Logic as part of the Wolfson acquisition in August 2014. Mr. Brannan had worked at Wolfson since 2005.2009, where he was Chief Commercial Officer. Immediately before joining Wolfson, Mr. Brannan served as a board member and Executive Vice President of Sales and Customer Operations at Symbian Software Limited.

Randy Carlson – Vice President of Supply Chain

Mr. Carlson, age 47,49, was appointed Vice President of Supply Chain in February 2010. Mr. Carlson previously worked as Director of Supply Chain between May 2008 and February 2010. Prior to joining the Company in May 2008, Mr. Carlson held various management positions at STATS ChipPAC between 2003 and April 2008.

Thurman K. Case – Vice President, Chief Financial Officer and Principal Accounting Officer

Mr. Case, age 56,58, was appointed Chief Financial Officer (“CFO”) onin February 14, 2007. He joined the Company in October 2000 and was appointed Vice President, Treasurer, Financial Planning & Analysis, in September 2004. Prior to being appointed to his current position, Mr. Case served as Vice President, Finance between June 2002 and September 2004, and as Director of Finance between October 2000 and June 2002.

Brad Fluke – Vice President and General Manager, MEMS Division

Mr. Fluke, age 53, was appointed Vice President and General Manager, MEMS Division in May 2015. He joined the company in 2013, originally serving as Vice President of Strategy. Previously, from 2008 to 2013, Mr. Fluke served as the President, Chief Executive Officer, and the Chairman of the Board at Javelin Semiconductor, Inc.

Allan Hughes – Vice President Cirrus Logic International

Mr. Hughes, age 54, joined Cirrus Logic as part of the Wolfson acquisition in August 2014. Mr. Hughes joined Wolfson in March 2009 as Vice President Marketing and Applications. In 2013, he assumed the role of Chief Operating Officer.

Jason P. Rhode – President and Chief Executive Officer, and Director Nominee

Dr. Rhode, age 43,45, was appointed President and CEO of the Company in May 2007. Dr. Rhode joined the Company in 1995 and served in various engineering positions until he became Director of Marketing for analog and mixed-signal products in November 2002. He was appointed Vice President, General Manager, Mixed-Signal Audio Products, in December 2004, a role he served in until his appointment as President and CEO.

Thomas SteinRashpal Sahota – Vice President and Audio General Manager, EXL ProductsCirrus Logic International

Mr. Stein,Sahota, age 41, became55, joined Cirrus Logic as part of the Wolfson acquisition in August 2014. Mr. Sahota had worked at Wolfson since 2008, where he acted as Vice President, and General Manager, of the Company’s Energy, Exploration, and Lighting (“EXL”) group in September 2008. Prior to September 2008, Mr. Stein held various leadership positions in sales and marketing since joining the Company in 1995.Audio.

Gregory Scott Thomas – Vice President, General Counsel and Corporate Secretary

Mr. Thomas, age 47,49, was appointed Vice President, General Counsel and Corporate Secretary in December 2003. He joined the Company in December 2000 as Vice President and Associate General Counsel, Intellectual Property.

Timothy R. Turk – Vice President, Worldwide Sales

Mr. Turk, age 56, was appointed Vice President, Worldwide Sales in August 2007. Prior to joining the Company, Mr. Turk was Vice President of Sales at Avnera Corporation. Mr. Turk also served 20 years in sales and operations with Cypress Semiconductor, including as Vice President of Worldwide Sales and Sales Operations from 2004 through 2006.

COMPENSATION DISCUSSION AND ANALYSIS

The purpose of this Compensation Discussion and Analysis is to explain the Compensation Committee’s philosophy for determining the compensation program for the Company’s Chief Executive Officer (“CEO”), the Company’s Chief Financial Officer (“CFO”), and the three other most highly compensated executive officers (the(collectively, “Named Executive Officers”) for fiscal year 20132015 and to discuss why and how the fiscal year 20132015 compensation decisions for these executives were reached. As used in this Compensation Discussion and Analysis, all references to the 20132015 fiscal year are applicable to the time period that began on April 1, 2012March 30, 2014 and ended on March 30, 2013.28, 2015. Following this discussion are tables that include compensation information for the Named Executive Officers. This analysis contains descriptions of various employee compensation and benefit plans. These descriptions are qualified in their entirety by reference to the full text or detailed descriptions of the plans that are filed as exhibits to the Company’s 20132015 Annual Report on Form 10-K for the 2013 fiscal year.year 2015.

The Named Executive Officers for fiscal year 20132015 were as follows:

Executive officer Smith was hired by the Company in April 2014, shortly after fiscal year 2015 began and received one-time, new-hire equity grants shortly thereafter, in May 2014. Mr. Smith qualifies as a Named Executive Officer based on his fiscal year 2015 compensation while an employee at the Company as calculated and reportable under current Securities and Exchange Commission (“SEC”) guidelines and as a result of his new-hire equity grants. As discussed above,of May 7, 2015, Mr. Smith was no longer an executive officer of the Company. But for Mr. Smith’s new-hire equity grants he would not have qualified as a Named Executive Officer.

Executive officers Brannan and Sahota (“Wolfson Named Executive Officers”) joined the Company in connection with the Company’s acquisition in August 2014 of Wolfson Microelectronics plc (“Wolfson”). Each qualifies as a Named Executive Officer based on his fiscal year 2015 compensation while an employee at the Company as calculated and reportable under current SEC guidelines. Each received equity awards in connection with the acquisition of Wolfson, and these awards resulted in their inclusion as Named Executive Officers for fiscal year 2015. But for such awards, they would not have qualified as Named Executive Officers.

Because of the Wolfson acquisition and its timing, certain compensation discussions, analyses, and comparisons performed during fiscal year 2015 for the Named Executive Officers not formerly at

Wolfson – our CEO, our CFO, and Mr. Smith (“Cirrus Named Executive Officers”) – were not undertaken for the Wolfson Named Executives; instead, compensation decisions such as base salary, cash incentive awards, and long-term equity grants were generally adopted for the Wolfson Named Executives to maintain or approximate arrangements that were in place at Wolfson prior to our acquisition.

The following business highlights are presented as a backdrop to the present analysis:

For fiscal year 2015, and as additionally described in this analysis, our Compensation Committee reviews and approves base salaries and other matters relatingtook the following significant actions with respect to executivethe compensation and administers the Company’s stock incentive plans, including reviewing and granting stock incentive awards toof our executive officers and other employees and reviewing and approving policies and procedures for granting awards under these plans.Named Executive Officers:

Executive Summary.

The Company is committed to paying executive officers based on Company and individual performance. A largesignificant portion of each executive officer’s compensation is based on the achievement of short-termshort- and long-term profitable growth of the Company. For fiscal year 2013, the Compensation Committee did not make any significant adjustments to the structure of the Company’s executive compensation program.

The Compensation Committee believes that the compensation paid to our executive officers as reflected in this Proxy Statementproxy statement is fully supported by the Company’s performance over the relevant

time periods. For the four quartersthree years preceding the August 2014 data-gathering efforts in support of the Company’s annual review of executive compensation, in July 2012, Cirrus Logic, delivered strong results. Cirrus Logic’s total shareholder return andInc.’s revenue growth werewas positioned at or nearin the tophighest quadrant of the Proxy Group (as defined below in the section of the proxy statement entitled, ““CompetitiveThe Positioning Information”Information We Use for Comparisons”) over. For the previous four quarters. In addition, over the previous three-year period,one year preceding such data-gathering efforts, Cirrus Logic’s total shareholder return andLogic Inc.’s revenue growth were alsowas positioned at or nearin the toplowest quadrant of the Proxy Group. In viewGroup; by the conclusion of this performance,fiscal year 2015, however, the Company’s executive officersyear-over-year revenue growth (excluding the contribution from Wolfson) reached 15 percent, which would represent a position again in the top quadrant of the Proxy Group.

For fiscal year 2015, the base salaries of our CEO and CFO were kept constant. As compared to market data, our CEO’s base salary falls between the 25th and 50th percentiles, and our CFO’s base salary falls below the 25th percentile. Executive officer Smith was hired by the Company shortly after fiscal year 2015 began, and his base salary was set, and then maintained during fiscal year 2015, at a level that falls below the 25th percentile of market data. The base salaries of our Wolfson Named Executive Officers were kept at the same levels they were prior to our acquisition.

The Cirrus Named Executive Officers earned payments under the Company’s 2007 Management and Key Individual Contributor Incentive Plan (the “Incentive Plan”) of approximately56% of each individual’s target bonus in the first semi-annual bonus period of fiscal year 2015 and 250% of each individual’s target bonus in the second semi-annual bonus period. Executive officer Smith’s earned payment for the first semi-annual bonus period was prorated to take into account his hire date falling shortly after fiscal year 2015 had begun.

These payments to the Cirrus Named Executive Officers were based on Cirrus Logic, Inc.’s financial results, excluding Wolfson, and reflected strong performance in the second semi-annual pay-out periodshalf of the fiscal year, and particularly the Company’s strong operating profit of 27% as calculated under the Incentive Plan (13.5% on a GAAP basis) and year-over-year revenue growth of 27% for the second six-month bonus cycle. The reduced payment of 56% under the Incentive Plan for the first half of the fiscal year reflected a 21% operating profit margin as calculated under the Incentive Plan (9.4% on a GAAP basis) but only 1% in year-over-year revenue growth for the first six-month bonus cycle.

Executive officer Brannan, formerly at Wolfson, also earned payments under the Incentive Plan, but his bonus amounts were tied to the combined financial results of Wolfson and Cirrus Logic, Inc. for the second six-month bonus cycle. Mr. Brannan earned 192% of his target bonus in the second half of the fiscal year, based on the combined Wolfson and Cirrus Logic, Inc. financial results of 22% operating profit margin as calculated under the Incentive Plan (14% on a GAAP basis) and 26% revenue growth.

For the third and fourth quarters of fiscal year 2015, the Company implemented the Wolfson Transition Bonus Plan to effectively replace the cash incentive bonus plan that was in place at Wolfson prior to the acquisition. Under the Wolfson Transition Bonus Plan, former Wolfson employees other than Mr. Brannan received payments based on a target bonus percentage, their quarterly salary, and a company performance weighting factor that depended upon Wolfson’s quarterly operating profits. In the third quarter of fiscal year 2015, no bonus was paid under the Wolfson Transition Bonus Plan. In the fourth quarter of fiscal year 2015, former Wolfson employees, excluding executive officer Brannan, earned payments of 47% of their individual target bonus under the Wolfson Transition Bonus Plan.

As compared to market data concerning target total cash compensation, the base salary plus cash incentives awarded during fiscal year 2015: (a) to our CEO would fall between the 50th and 75th percentile and (b) to our CFO and executive officer Smith would fall below the 25th percentile.

C.

Long-Term Incentive Awards

For the first time, the Company in fiscal year 2013. See “Executive Compensation Review for Fiscal Year 2013 — Annual Cash Incentive Awards”2015 granted MSUs to our CEO as part of the CEO’s long-term incentive awards, representing a new performance-based equity component of the CEO’s total compensation. The number of shares earned at page 30. the end of a three-year performance period, relative to a target number of shares, will be based on a consideration of the Company’s percentile ranking as compared against companies forming the components of the Philadelphia Semiconductor Index.

In addition,fiscal year 2015, the Company granted equity awards to our CEO (RSUs, stock options, and MSUs), CFO (RSUs and stock options), and executive officersofficer Smith (RSUs and stock options, primarily in fiscal year 2013 that resulted in manythe form of the officers receiving anew-hire grants). As compared to market data concerning target total direct compensation, opportunity above the 50^thbase salary plus cash incentives plus equity awarded during fiscal year 2015: (a) to our CEO and CFO would fall below the 25th percentile and (b) to executive officer Smith would fall between the 50th and 75th percentile, primarily due to his new-hire equity grants.

Equity awards to the Wolfson Named Executive Officers consisted of RSUs granted as part of the competitive market. The Committee determined thatWolfson acquisition, designed to take the sizeplace of a pre-existing Wolfson share plan; as such, these awards was warranted based ongrants were not compared against the Company’s overall financial and operational performance and recent stock price increasesmarket data because of the Company in the preceding 12 months. See “Executive Compensation Review for Fiscal Year 2013 — Long Term Incentives” at page 33.

General Philosophy.We provide our executive officers with compensation opportunities that are based uponon their personal performance, the financial performance of the Company, and their contribution to that performance, through a mix of base salary, annual cash incentive awards, and equity compensation. These opportunities are designed to attract and retain highly skilled individuals and to align management’s incentives with the long-term interests of our stockholders.

We believe that the amounts payable under the compensation program for our executive officers should reflect the Company’s performance and the value created for our stockholders. In addition, the compensation program should balance the short- and long-term strategic goals and objectives of the Company and reward individual contribution to the Company’s success. We are engaged in a very competitive industry, and the Company’s success depends on its ability to attract and retain qualified executives through the competitive compensation packages we offer to these individuals.offer.

Advisory Vote on Executive Compensation.

We conducted our secondfourth stockholder advisory vote on executive compensation at our 2012 Annual Meeting2014 annual meeting of Stockholders.stockholders. While this vote was not binding on the Company, we believe that it is important forgives our stockholders to have an opportunity to vote on the compensation of our Named Executive Officers on an annual basis as a means to express their views regarding our executive compensation philosophy, our compensation policies and programs, and our decisions regarding executive compensation, all as disclosed in our proxy statements. OurThe Board of Directors and the Compensation Committee value the opinions of our stockholders and, to the extent that there is any significant vote against the compensation of our Named Executive Officers as disclosed in this Proxy Statement,proxy statement, we will consider our stockholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

At the 2012 Annual MeetingCompany’s 2014 annual meeting of Stockholders,stockholders, more than 97% of the votes cast on the advisory vote onour executive compensation proposal were voted in favor of our Named Executive Officers’ compensation as disclosed in the Proxy Statement,proxy statement, and as a result, our Named Executive Officers’ compensation was approved. The Compensation Committee reviewed the final vote results and determined that, given the significant level of support, no changes to our executive compensation philosophy or general policies and decisions were necessary in light of these results.necessary.

We have determined thatprovide our stockholders should havewith the opportunity to cast an advisory vote on executive compensation each year, consistent with the preference expressed by our stockholders at the 2011 Annual Meeting of Stockholders.year. For more information, see“Proposal No. 3 —– Advisory Vote to Approve the Compensation of Named Executive Officer Compensation.Officers.”

Target Total Direct Compensation.

The Compensation Committee annually reviews and establishes each executive officer’s target total direct compensation package. The Compensation Committee considers a broad range of facts and circumstances in setting executive compensation, including Company performance, individual performance, external pay practices of peer companies, the strategic importance of the executive officer’s position, history of pay adjustments, as well as internal pay equity and the executive officer’s time in the position. The weight given to each of these factors by the Compensation Committee may differ from year to year, and among the individual executive officers.

The Company’s executive compensation program is heavily weighted toward performance-based compensation that rewards achievement of short-termshort- and long-term corporate goals and objectives. In setting target total direct compensation for our executive officers, the Compensation Committee seeks to strike a balance between providing compensation that is competitive with the compensation paid to executives of peer companies, while ensuring that a significant percentage of compensation is coupled to Companythe Company’s performance, individual performance, and stock price appreciation. Please see the section of this proxy statement entitled, “The Elements ofMaking Up Compensation and Our Target Market Positioning” for additional information regarding the target total direct compensation for our Named Executive Officers.

Use of a Compensation Consultant.To support the Compensation Committee in fulfilling its duties, the Compensation Committee hasdirectly retained an external compensation consultant to assist with its design and evaluation of compensation for our CEO, executive officer,officers, and director compensation.directors. Pursuant to its charter, the Compensation Committee is authorized to retain and terminate any consultant, as well as approve the consultant’s fees and other terms of retention.

During fiscal year 2013,2015, the Compensation Committee retained Compensia, Inc. (“Compensia”) to provide executive and director compensation consulting services. At the direction of the Compensation Committee, Compensia performed a comprehensive review of our CEO’s and other executive officers’ compensation. In addition to a complete review of executive compensation, Compensia reviewed, developed, and proposed a compensation peer group to use for purposes of analyzing executive and director compensation. Compensia further reviewed the Company’s Incentive Plan and proposed use of MSUs and provided analysis of management’s recommendations in setting the performance criteria under that planthese programs for fiscal year 2013.2015. Due at least to the timing of the Wolfson acquisition, certain salary and other compensation analyses and comparisons discussed in relation to the Cirrus Named Executive Officers were not undertaken by Compensia with respect to the Wolfson Named Executive Officers.

As required by the NASDAQNasdaq listing standards, effective July 1, 2013, the Compensation Committee performed an independence assessment of Compensia. The Compensation Committee determined that Compensia should be considered independent based on the following factors:

Accordingly, the Compensation Committee determined that the services provided by Compensia to the Compensation Committee for fiscal year 20132015 did not give rise to any conflicts of interest.

Competitive Positioning Information.

To aid the Compensation Committee’s annual executive compensation review, Compensia prepared and presented a compensation assessment of the Company’s executive compensation program. TheCompensia’s data gathering and assessment were performed before the acquisition of Wolfson was complete. Because of this timing, along with other considerations concerning the acquisition, the Compensation Committee did not analyze or review compensation for the Wolfson Named Executive Officers to the same extent undertaken for the Cirrus Named Executive Officers.

Compensia’s assessment was based on market data obtained from the Radford HighGlobal Technology Executive Compensation Survey specific to companies in the semiconductor industry with median revenues of $200approximately $960 million to $1 billion per year (the ‘‘Survey Group’’“Survey Group”), and publicly-availablepublicly available data gathered from a group of specific companies that are considered comparable to the Company (the “Proxy Group”).

The Proxy Group generally consists of public companies located in the United Stateslisted on U.S. stock exchanges in the semiconductor industry that are similar in size (as measured by revenue and market capitalization) and share common characteristics with the Company, including location and similarity of business model and product lines. In determining the Proxy Group, the Compensation Committee also considered whether a proposed peer was historically in the Company’s peer group to maintain some consistency in the executive compensation analysis on a year-over-year basis. Finally, the Compensation Committee also considered the likelihood that the Company wouldmight compete with the other company for executive talent when selecting thewith companies selected for the Proxy Group.

In the spring of 2012,2014, based on these criteria, and with input from the Board of Directors on companies to consider includingfor inclusion in the Proxy Group, Compensia reviewed the then-existing Proxy Group and recommended no changes other than the removal of Net Logic Microsystems,TriQuint Semiconductor, Inc., which had been acquired earlier (which announced a merger agreement with RF Micro Devices in February 2014, the year.merger being completed in January 2015). After reviewing Compensia’s recommendations, the Compensation

Committee therefore approved the following group of 1614 companies for the Proxy Group: Applied Micro Circuits Corp.; Cavium Networks, Inc.; Hittite Microwave Corp.;(1) Atmel; (2) Cypress Semiconductor; (3) Fairchild Semiconductor; (4) Integrated Device Technology, Inc.; (5) International Rectifier; (6) Intersil Corp.; Micrel, Inc.;(7) Microsemi Corp.; Monolithic Power Systems Inc.;(8) OmniVision Technologies Inc.; (9) PMC-Sierra, Inc.; (10) Power Integrations, Inc.; (11) RF Micro Devices; (12) Semtech Corp.; Silicon Image, Inc.;(13) Silicon Laboratories, Inc.; Standard Microsystems Corp.; and TriQuint Semiconductor, Inc.(14) Skyworks Solutions.

From the data derived from the Survey Group and the Proxy Group, Compensia developed market composite data for each Cirrus Logic executive officer reflecting a blend of the data from each group (the “Market(“Market Composite Data”). In some cases, Proxy Group data was not available for an executive officer, and Compensia’s analysis and subsequent compensation recommendations were based solely on the Survey Group data. The Compensation Committee examined this compensationCertain data along with Compensia’s recommendations and set each executive officer’s compensation, including each Named Executive Officer’s compensation, withfor executives formerly at Wolfson was (a) not complete due to the intenttiming of establishing competitive compensation levels.the acquisition and/or (b) incommensurable due to it being part of the Wolfson acquisition transaction.

Role of Executive Officers in Establishing Compensation.

E.

The Role of Our Executive Officers in Establishing Compensation

Our Human Resources and Legal departments support the Compensation Committee in its work and in fulfilling various functions in administering our compensation programs. This support generally consists of assistance with providing Survey Group data, proposals of potential ranges of various components of compensation for our executive officers, and information regarding available shares under the Company’s equity incentive plan.Stock Plan. Regular meetings of the Compensation Committee are generally attended by our CEO, Chief Culture Officer, and our General Counsel. Because each of the Company’s executive officers (other than the CEO) reports directly to the CEO, the Compensation Committee relies upon input and recommendations from our CEO in determining an executive officer’s compensation. The Compensation Committee considers and sets the compensation of our CEO when no members of management are present. In addition, members of management are not present while their specific compensation is being discussed and determined.

Elements of Compensation and Target Market Positioning.

Each executive officer’s compensation package is comprised ofcomprises the following elements: (i) base salary that is competitive with the market and reflects individual performance, (ii) annual cash incentive awards tied to the Company’s achievement of specific performance objectives, (iii) long-term incentives in the form of equity awards designed to strengthen the mutuality of interests between the executive officers and the Company’s stockholders, (iv) in the case of our CEO, additional long-term equity incentives explicitly tied to certain Company performance-based criteria, (v) other benefits that are generally available to the Company’s employees, including a 401(k) plan(or other retirement plan) and medical, vision, and dental plans, and (v)(vi) post-employment compensation.

In general, we have attempted to establish a strong relationship between total cash compensation, the Company’s performance, and individual executive performance by typically targeting base salaries at approximately the 50^th percentile range of the Market Composite Data and by providing additional incentive opportunities so that typically position the target total cash compensation opportunity (base salary plus target annual cash incentive compensation) approachesalso within the 50^th50th percentile level,range, with the potential to earn inabove the 75^th50th percentile level or more for higher levels of performance.performance while maintaining internal pay equity.

We also provide additional long-term incentives in the form of equity awards so that an executive officer’s target total direct compensation opportunity is setanalyzed with a view toward setting compensation at or near the 50^th50th percentile level (i.e.(e.g., the size of thean equity award is a function of the difference between the 50^th50th percentile target total direct compensation and the 50^th50th percentile of target total cash compensation). TheseAll of these percentile percentages are intended only as guidelines for evaluating and establishing each executive officer’s compensation and are not applied on a rigid or formulaic basis. Sometimes, depending on the totality of the circumstances for particular executive officers, compensation levels may fall within substantially different percentile ranges as compared to market data. The Compensation Committee exercises sole discretion over each executive officer’s total compensation package.

Executive officers may also receive 401(k) retirement (or other retirement plan) and health and welfare benefits that are generally available to all employees of the Company. In addition, executive officers are also eligible to

receive certain severance payments and benefits upon termination of their employment other than for cause, as further described in the sections of this Proxy Statementproxy statement entitled, “Our Post-Employment Compensation” and “Potential Payments upon a Termination or Change of ControlControl..”

IV.	Executive Compensation Review for Fiscal Year 2015

Executive Compensation Review for Fiscal Year 2013.Each year, the Compensation Committee reviews our executive officers’ compensation at a regularly scheduled Compensation Committee meeting in September. For fiscal year 2015, while the September meeting occurred shortly after the Wolfson acquisition was complete, the Compensation Committee relied on data and related assessments Compensia performed before the acquisition. At that time,the September meeting, the Compensation Committee also reviews the Company’s performance as compared to the Proxy Group. As part of the review, the Compensation Committee considers any changes to an executive officer’s base salary or target amounts for his or her annual cash incentive awards. The Compensation Committee further considers any annual equity awards for our executive officers. The timing of the annual executive compensation review and any proposed equity awards is aligned with the Company’s annual grant of equity awards to our key employees, which has historically occurred in October each year.year through fiscal year 2015, but which has since been moved to November. See the section of this proxy statement entitled, “Administrative and Timing Aspects of Our Equity Awards.”

Base Salary

While Compensia presented base salary and target total cash compensation values for certain Wolfson executives relative to market data, its analysis, and the associated actions of the Compensation Committee, are distinguishable from those related to the Cirrus Named Executive Officers. Namely, action related to compensation for the Wolfson Named Executive Officers (and other Wolfson executives) was generally handled and approved as part of the overall Wolfson acquisition transaction, rather than the process discussed in other sections of this report, which generally involve Compensia’s detailed analysis that in turn helps inform the Compensation Committee’s determinations and decisions. To the extent possible, we therefore present compensation outcomes for fiscal year 2015 for the Wolfson Named Executives separately in this section.

As part of the Wolfson acquisition transaction, the base salaries of the Wolfson Named Executive Officers were maintained at the same levels that were in place at Wolfson prior to the acquisition.

In the third and fourth quarters of fiscal year 2015, executive officer Sahota (and other former Wolfson employees other than executive officer Brannan) participated in the Wolfson Transition Bonus Plan. During those same quarters, executive officer Brannan participated in the Company’s existing Incentive Plan, as discussed further below.

The Wolfson Transition Bonus Plan was adopted to cover the two full quarters of fiscal year 2015 immediately following the acquisition of Wolfson: the period from September 28, 2014 to March 28, 2015. The Wolfson Transition Bonus Plan effectively replaced Wolfson’s then-existing annual bonus plan and was therefore largely derivative of the Wolfson plan. The Wolfson Transition Bonus Plan, like its predecessor, was designed to provide employees with incentives to improve company performance through the achievement of pre-established financial goals. The Wolfson Transition Bonus Plan’s calculations were based solely on Wolfson’s financial results for the third and fourth quarters of fiscal year 2015.

Pursuant to the Wolfson Transition Bonus Plan, participants were eligible to earn quarterly cash bonus payments. Target bonus levels, relative to quarterly salary, generally ranged from 10–50% depending on former Wolfson pay grade. Executive officer Sahota had a target bonus level of 50%. The amount payable to an eligible participant for each quarter was calculated by multiplying together the following

three figures: (1) the employee’s target bonus level percentage, (2) his or her quarterly salary, and (3) an applicable Company Performance Weighting. The Company Performance Weighting was, in turn, calculated as: 15% of Wolfson’s quarterly operating profit (excluding Wolfson’s Transition Bonus Plan, other bonus accruals, and “Excluded Items” as defined in the section of this proxy entitled, “Annual Cash Incentive Awards: Our Incentive Plan”) divided by the sum of every participant’s quarterly salary multiplied by his or her respective bonus level percentage. No bonus is paid if the Company Performance Weighting is less than 6%, and the Company Performance Weighting shall not exceed 150%.

In the third quarter of fiscal year 2015, the Company Performance Weighting was less than 6%, so no bonus was paid under the Wolfson Transition Bonus Plan. In the fourth quarter of fiscal year 2015, the Company Performance Weighting was 47%, and bonuses were paid to executive officer Sahota, and other former Wolfson employees excluding executive officer Brannan, according to such weighting and their individual bonus levels and quarterly salaries.

Beginning in fiscal year 2016, the Wolfson Named Executive Officers and other former Wolfson employees will be eligible for participation in the existing bonus plans of the Company, including the Company’s Incentive Plan. The Wolfson Transition Bonus Plan will, at that time, cease.

In fiscal year 2015, and as part of the Wolfson acquisition, the Compensation Committee approved long-term equity awards under our Stock Plan to the Wolfson Named Executive Officers to effectively replace certain awards from a Wolfson share plan that was in place prior to the acquisition. As such, these grants were not compared against the Market Composite Data because of their incommensurable nature.

Under a Wolfson Microelectronics 2006 Performance Share Plan (which was in place prior to the acquisition of Wolfson), certain awards would vest to Wolfson employees on a change in control. As part of the acquisition of Wolfson and in lieu of accelerating the vesting of these prior awards, holders of 2014 nil cost option awards under the Wolfson Microelectronics 2006 Performance Share Plan were provided with our RSUs under our Stock Plan. The provided RSUs were of equivalent value to the nil cost options, thereby effectively replacing awards under the previous Wolfson plan. RSUs awarded to the Wolfson Named Executive Officers vest in equal annual tranches over a three-year period. The RSUs will vest in full if employment is terminated by the Company but not if the holder resigns voluntarily or if his or her termination is for cause.

The base salary for each executive officer is designed to be commensurate with the salary levels for comparable positions within the Survey Group and Proxy Group to reflect each individual’s personal performance during the year, to take into consideration the individual’s responsibilities within the Company, and to be consistent with our internal salary alignment. The relative weight given to each factor varies with each executive officer and is within the discretion of the Compensation Committee. In setting base salaries, the Compensation Committee reviews at least (i) the Market Composite Data; (ii) the recommendations of our CEO; and (iii) each executive officer’s personalindividual performance for the year. The Company’s profitability and operational performance and the history of past salary adjustments may also be factors in determining the base salaries of our executive officers. The Compensation Committee uses a largely discretionary approach for determining any adjustment to an individual executive officer’s base salary and looks collectively at all of these factors. Ultimately, the decision to adjust an executive officer’s base salary is subjective and made in the sole discretion of the Compensation Committee.

In September 2012,2014, the Compensation Committee increasedmaintained our CEO’s annual base salary from $475,000 (slightlyat $625,000, which falls between the 25th and 50th percentiles of the applicable Market Composite Data. The Compensation Committee maintained our CFO’s annual base salary at $307,400, which falls below the 50^th25th percentile of the applicable Market Composite Data for Chief Executive Officers) to $525,000 (slightly aboveData. The Compensation Committee approved, and then maintained during fiscal year 2015, executive officer Smith’s initial annual base salary of $250,000, which falls below the 50^th25th percentile of the applicable Market Composite Data for Chief Executive Officers). Data.

The Compensation Committee decided to increasemaintain the CEO’s base salarysalaries of our CEO and CFO based on the Company’s performance in the previous 12 months, and particularly its performance around the time of its compensation review, its increase in base salaries in the previous year, and its assessment of the competitive market base salary for positions of similar scope and responsibility.

At its meeting in September 2012,

In fiscal year 2015, the Compensation Committee also reviewed the compensation of ourCirrus Named Executive Officers (and other executive officers includingwho were not formerly with Wolfson) participated in our other Namedexisting Incentive Plan. Executive Officers. Based on this review, the Compensation Committee concluded that the base salary levels of our other executive officers, including our Named Executive Officers, approximated the 25^th percentile of the competitive market, primarily due to past base salary decisions being takenofficer Brannan, formerly with reference to compensation data based on companies in a lower revenue range. In view of the lower overall market positioning of their base salaries and the recent financial performance of the Company, the Compensation Committee increased the overall base salaries of our executive officers (other than our CEO) by an aggregate of approximately 7% from the previous fiscal year. In general, these adjustments were intended to recognize the performance of certain executive officers during the previous year and to move certain executive officers’ base salaries toward the 50^th percentile of the Market Composite Data for base salary levels of executives in similar positions.

Annual Cash Incentive Awards

In fiscal year 2013, our executive officers, including our Named Executive Officers,Wolfson, also participated in the Company’s existing Incentive Plan. Plan, but only for the second half of fiscal year 2015 and based on the combined financial results of Wolfson and Cirrus Logic, Inc. for that period.

The Incentive Plan iswas not changed from last year and remains designed to provide employees who are in

management or leadership positions in the Company, or who are key individual contributors whose efforts potentially have a material impact on the Company’s performance, with incentives to improve the Company’s performance through the achievement of pre-established financial goals. With the exception of cash bonus amounts for executive officer Brannan, all bonus calculations under the existing Incentive Plan for fiscal year 2015 excluded the financial results of Wolfson. Mr. Brannan’s calculations included financial results of Wolfson because Mr. Brannan’s job responsibilities encompassed the combined activities of Wolfson and Cirrus Logic, Inc. The Compensation Committee accordingly believed it was appropriate to measure the financial performance of the combined entities when calculating his cash bonus award.

Pursuant to the Incentive Plan, participants are eligible to earn semi-annual cash bonus payments. For fiscal year 2013,2015, the Incentive Plan setscontinued to set our CEO’sCEO and CFO’s target bonus for each semi-annual performance period at 50% and 25%, respectively, of annual base salary. Mr. Smith’s target bonus for each semi-annual performance period was set at 25% of his annual base salary, and sets certain other executive officers’Mr. Brannan’s target bonusesbonus for eachthe second semi-annual performance period including the target bonuses of the other Named Executive Officers,fiscal year 2015 was also set at 25% of their annual base salary.

Payments are determined based on the achievement of certain internal company performance target levels for operating profit margin and revenue growth, which are set by the Compensation Committee prior to the commencement of each semi-annual performance period. For purposes of the Incentive Plan, “Operating Profit Margin” is defined as the Company’s consolidated GAAP operating income excluding (a) Incentive Plan and other bonus accruals and (b) any non-recurring items such as gains on sales of assets not otherwise included in revenue, losses on sales of assets, restructuring charges, merger-related costs including amortization or impairments of acquisition-related intangible assets, deferred tax adjustments, stock compensation expense, asset write-offs, write-downs, and impairment charges, and such other items as the Compensation Committee may determine in its sole discretion.discretion (part (b) collectively termed as “Excluded Items”).

These performance measures are designed to balance short-termshort- and long-term financial and strategic objectives for building stockholder value and are further based on a review of the operating results of other peer companies and competitors, including the performance of the Proxy Group. The Compensation Committee sets the target levels for these performance measures so that participants will

earn their target bonuses only if the Company’s Operating Profit Margin and revenue growth goals are achieved during the measurement period. As designed, the Operating Profit Margin and revenue growth goals were intended by the Compensation Committee to be based on the Company’s long-term strategic plan, not the Company’s annual operating plan. The Incentive Plan further provides that no payments may be made unless a specified Operating Profit Margin threshold level is met. As opposed to the target levels for the Incentive Plan, typically the Compensation Committee has set the threshold levels for payments based in part on a review of the Company’s annual operating plan along with current economic and market conditions.

In determining the amount of a bonus payment for an individual participant, the Incentive Plan provides that the Compensation Committee will establish a formula for each measurement period for determining the pay-out percentage (the “Incentive Plan Pay-Out Percentage”) based on the actual performance of the Company relative to the target levels for each of the performance measures. The Incentive Plan further provides that payments may exceed the target pay-outspayouts when the Company’s financial performance exceeds the achievement of those performance target levels. Payments under the Incentive Plan may not exceed 250% of a participant’s target bonus for any applicable performance period and are further subject to a cap of 12% of the Company’s non-GAAP operating profit on total payments under the Company’s variable compensation plans. The Compensation Committee first instituted a cap in fiscal year 2010 because it determined that the proposed targets and thresholds under the Incentive Plan created a risk that a large percentage of the Company’s operating profit for the period could be paid out as bonuses if the revenue growth of the Company continued to increase as anticipated. The Compensation Committee set the cap at 12% based on its desire to provide a reasonable payout for achieving the Company’s performance target levels while maintaining a reasonable cap on payments under all of the Company’s variable compensation plans. The Compensation Committee determined that the 12% cap was still appropriate for fiscal year 2013.

If a participant’s employment with the Company is terminated by reason of death or disability or termination of employment by(as disability is defined within the Company without causeIncentive Plan) during a semi-annual performance period,

then that participant will still receive the same payment under the Incentive Plan that he or she would have received if he or she were still employed on the last day of the semi-annual performance period, but such amount will be prorated based on the number of calendar days that the participant was employed with the Company during such performance period. Payment under the Incentive Plan would no longer be received if a participant’s employment was terminated for a reason other than death or disability during a semi-annual performance period.

If, in the event of a change of control of the Company, the Incentive Plan is not assumed or replaced with a comparable plan by the Company’s successor, each participant under the Incentive Plan will receive a pro rata cash payment of his or her target bonus, based upon the number of calendar days completed in the current semi-annual performance period prior to the occurrence of the change of control. For more information, please see the section of this Proxy Statement entitled, “Potential Payments Upon a Termination or Change of Control.”

For the first and second semi-annual performance periods in fiscal year 2013,2015, the performance target levels for the two performance measures were set such that a participant would receive 100% of his or her target bonus if the Company achieved an Operatingoperating profit margin, calculated as set forth in the Incentive Plan (the “Operating Profit MarginMargin”) of 20% and annual revenue growth of 15% during the semi-annual performance period. Specifically, the formula for determining the Incentive Plan Pay-Out Percentage (forfor each semi-annual performance period)period was set by the Compensation Committee and depends on (1) an operating profit payout percentage and (2) a revenue growth multiplier as follows:

threshold Operating Profit Margin of 10%, then no bonus payments would be made for the performance period.

In graphical form, the operating profit payout percentage can be summarized as follows:

For example, if the Company achieved annual revenue growth of 20% in the relevant period, the revenue growth multiplier would be calculated as 125% (100% + (5% x 5)).

In graphical form, the revenue growth multiplier can be summarized as follows:

Using the calculations above, one can determine the Company’s Incentive Plan Payout Percentage for a given semi-annual performance period:

Incentive Plan Payout Percentage = Operating Profit Payout Percentage * Revenue Growth Multiplier

Multiplying this figure by a particular individual’s target bonus level and his/her appropriate base salary amount yields the specific cash bonus payment amount for a given semi-annual performance period.

As a result of the Company’s performance in the first half of fiscal year 2013,2015, our executive officers includingsubject to the Incentive Plan earned payments of 56% of each individual’s target bonus for the first semi-annual performance period. The Incentive Plan Payout Percentage for the first half of fiscal year 2015 for these individuals was calculated based on an Operating Profit Margin of 21% (9.4% on a GAAP basis) and revenue growth of 1%. Executive officer Smith’s earned payment for the first semi-annual payout period was prorated to take into account his hire date falling shortly after fiscal year 2015 had begun.

As a result of the Company’s performance in the second half of fiscal year 2015, our Named Executive Officers,executive officers subject to the Incentive Plan other than executive officer Brannan earned payments of 250% of each individual’s target bonus for the second semi-annual performance period. The Incentive Plan Pay-outPayout Percentage for the firstsecond half of fiscal year 20132015 for these individuals was calculated based on an Operating Profit Margin (excluding Wolfson financials) of 27% (21%(13.5% on a GAAP basis) and revenue growth (excluding Wolfson financials) of 51%27%.

As a result of the Company’s performance in the second half of fiscal year 2013, our executive officers, including our Named Executive Officers,2015, Mr. Brannan earned payments of 250%192% of each individual’shis target bonus for the second semi-annual performance period. TheMr. Brannan’s Incentive Plan Pay-outPayout Percentage for the second half of fiscal year 20132015 was calculated based on an Operating Profit Margin (including Wolfson financials) of 32% (27%22% (14% on a GAAP basis) and revenue growth (including Wolfson financials) of 122%26%.

As compared to the Market Composite Data concerning target total cash compensation, the base salary plus cash incentives awarded during fiscal year 2015: (a) to our CEO would fall between the 50th and 75th percentile and (b) to our CFO and executive officer Smith would fall below the 25th percentile.

A reconciliation of the Company’s GAAP operating profit margin to the Operating Profit Margin used in the Company’s Incentive Plan calculations is included as an annex to this Proxy Statement. Following the end of fiscal year 2013, the Company amended the Incentive Plan as described in this Proxy Statement under “Proposal No. 4: Approval of Material Terms of Amended 2007 Management and Key Individual Contributor Incentive Plan.”proxy statement.

Long-Term Incentives

We provide long-term incentive opportunities in the form of equity awards to motivate and reward our executive officers including our Named Executive Officers, for their contributions to achieving our business objectives by tying incentives to the performance of the Company’s commonour stock over the long term. Further, with respect to the Company’s CEO, we have added a performance-based equity component in addition to our existing RSU and stock option awards; in view of this expanded set of equity components, the Compensation Committee reviewed possible relative value weights that can be assigned to each component to achieve a suitable, overall CEO compensation package.

The use of equity further reinforces the link between the interests of our executive officers and our stockholders. Generally, equity awards are made annually by the Compensation Committee to each of our executive officers under our 2006 Equity IncentiveStock Plan.

Prior to fiscal year 2010, we used stock options as our principal long-term incentive vehicle because of our belief that there was a near universal expectation by employees and executive officers in our industry that they would receive stock option grants. Options have provided an effective compensation opportunity for companies, like ours, focused on growth. Options are designed to align the interests of our executive officers and employees with those of our stockholders and provide each individual with a significant incentive to manage the Company from the perspective of an owner with an equity stake in the business. Each option award enables the recipient to purchase shares of the Company’s common stock at a fixed price per share (the market price of the Company’s common stock on the grant date) over a specified period of time (up to ten years). Each option typically becomes exercisable in a series of installments over a specified period – over four years, with one-year cliff vesting for 25% of the options on the first anniversary of the grant date and 1/36 of the remaining options vesting on a monthly basis over the following three years – contingent upon the recipient’s continued employment with the Company. Accordingly, the options provide a potential return to the employee or executive officer only if he or she remains employed by the Company during the vesting period, and then only if the market price of the Company’s common stock appreciates over the option term.

In September 2010, the Compensation Committee moved to a long-term incentive framework based on an award mix of 50% stock options and 50% time-vested restricted stock unit awards (“RSUs”)RSUs based on the aggregate grant date fair value of the awards. This award mix remains consistent with the Company’s Proxy Group practices in which stock options are commonly used in combination with full value awards with time or performance-based vesting. The decision to use time-vested RSUs balances the benefits of stock options with the executive retention and stockholder dilution benefits that RSUs provide. In particular, the Compensation Committee believes that the use of time-vested RSUs with a three-year “cliff” vesting condition helps further our retention objectives by encouraging our executive officers to remain with the Company and fully execute our long-term strategies, which generally take a number of years to be fully implemented and reflected in our financial performance. And because RSUs are typically granted at a lower number of shares than an equivalent option grant, the dilutive

impact of our long-term incentive awards as a whole is reduced by using a mix of these two types of equity vehicles.

b.

Our Performance-Based Restricted Stock Unit Program

In September 2014, the Compensation Committee approved the use of a performance-based equity component that we term Market Stock Units (“MSUs”) as part of the mix of pay for the Company’s CEO. For fiscal year 2015, the Compensation Committee recommended the following approximate value weighting to be followed with respect to the three equity vehicles available for long-term CEO equity incentives: one-third stock options, one-third time-based RSU awards, and one-third MSU awards. Despite this initial weighting, the Compensation Committee will continue to use a largely discretionary approach for determining future modifications or adjustments to these value weights based on the myriad of factors it considers when making compensation decisions.

The MSU awards for fiscal year 2015 involved RSUs with a three-year cliff vesting condition, therefore defining a three-year performance period. The number of shares earned, relative to a target number of shares, will be based on a total shareholder return (“TSR”) measurement relative to the component companies of the Philadelphia Semiconductor Index (“Index”). Thus, the measurement entails determining our ranking among the companies that make up the components of the Index. The TSR determines a payout percentage ranging between 0–200%, which is then multiplied by a target number of MSUs.

To determine the payout percentage, the Company’s TSR for the performance period is compared against the companies in the Index to yield a Percentile Measurement (for example, if our Company would rank in the 75th percentile of the performance of companies in the Index during the performance period, our Percentile Measurement would be 75%). The payout percentage is a function of the Percentile measurement as follows:

In graphical form, the MSU payout percentage can be summarized as follows:

The Compensation Committee first approved use of MSUs only for our CEO to allow for adequate evaluation of their use, including evaluation of related reporting and accounting systems. The Compensation Committee currently intends to investigate an expansion of the MSU program to all executive officers.

As discussed above, the Compensation Committee’s long-term incentive compensation philosophy is typically to grant awards to our executive officers that position target total direct compensation approximately at the market 50^th percentile. The50th percentile, subject to other considerations. For example, the Compensation Committee also takes into account past increases or decreases in overall compensation and the number, and current unrealized value of, outstanding options held by each executive officer to maintain an appropriate level of equity-based incentive for that individual. The Compensation Committee further considers the Company’s current equity burn rate and dilution in setting the amount of equity available for grant to our executive officers. The size of the equity award to each executive officer is set by the Compensation Committee at a level that is intended to create a meaningful opportunity for stock price appreciation based upon the individual’s position with the Company, current performance, anticipated future contribution based on that performance, and ability to affect corporate and/or business unit results. The Compensation Committee uses a largely discretionary approach for determining the value of the equity awards awarded to an individual executive officer and looks collectively at all of these factors. Ultimately, the decision with respect to the size of these equity awards is subjective and made in the sole discretion of the Compensation Committee.

For fiscal year 2013,2015, based on Compensia’s analysis of competitive market practices and the other relevant factors summarized above, the Compensation Committee approved the grant of aan approximate 50% mix of stock options and 50% RSUs (relative to valuation) to our executive officers, excluding the CEO and excluding executives formerly with Wolfson, in conjunction with the Company’s annual review of equity awards for all employees. Additionally, with respect to executive officer Smith, the Compensation Committee earlier approved separate equity grants of stock options and RSUs as part of his new-hire package, based on the Company’s internal review of Radford market data and internal comparison data.

With respect to the CEO, the Compensation Committee approved the grant of stock options and RSUs as well as newly-implemented MSUs; the Compensation Committee weighted the relative value of each of these long term equity award categories generally as one-third RSUs, one-third stock options, and one-third MSUs.

The following charts show the components of our CEO’s fiscal year 2015 compensation, along with the performance-based percentage of that compensation:

In the chart above, the following were counted towards performance-based compensation: cash incentive awards, stock option awards (which provide a potential return only if the market price of common stock appreciates over the option term), and MSUs.

The new-hire equity awards to executive officer Mr. Smith were granted in May 2014, while the other equity awards to our Named Executive Officers (including additional equity grants to Mr. Smith) were granted in October 2014 on the Company’s Monthly Grant Date (as defined below under “Equity Award Practices and Timing”) in October 2012. The Company granted equity awards to our executive officersDate. Starting in fiscal year 2013 that resulted2016, we expect to begin granting annual equity awards, if any, in our executive officers receiving, when combined with their other pay components, aNovember (see the section of this proxy statement entitled, “Administrative and Timing Aspects of Our Equity Awards”).

As compared to the Market Composite Data concerning target total direct compensation, opportunity above the 50^thbase salary plus cash incentives plus equity awarded during fiscal year 2015: (a) to our CEO and CFO would fall below the 25th percentile level. Although the relevant weight givenand (b) to the factors considered in determining the size of the equity awards granted to each executive officer varied from individualSmith would fall between the 50th and 75th percentile, primarily due to individual, generally thehis new-hire equity grants.

The Compensation Committee determined that our executive officers should receivethe size of its equity awards with values above the 50^th percentile levelwas warranted and appropriate in view of the Company’s overalltotality of circumstances, including Company performance at or near the time of compensation analyses and recent increases in the market priceview of the Company’s stock. More specifically, the Compensation Committee believed that the size of the awards was appropriate because although greater in value from previous years due to the strong performance of the Company’s stock price, these awards were significantly smaller in terms of the number of options and RSUs than awards granted in previous years.compensation adjustments.

Equity Award Practices and Timing

The Compensation Committee has implemented a process whereby new employee equity awards and special stock awards are granted and priced on the first Wednesday of each calendar month (the “Monthly Grant Date”). The purpose of this process is to minimize the administrative burdens that would be created with multiple monthly grant dates and to ensure that all required approvals are obtained on or before the Monthly Grant Date. If the Monthly Grant Date occurs on a Company holiday, or on other days that the Company or Nasdaq is closed for business, the Monthly Grant Date will be the next regularly scheduled business day. The Compensation Committee does not have any program, plan, or practice to time option grants or other stock awards to our executive officers in coordination with the release of material non-public information.

PerquisitesWe have historically granted annual equity grants to employees and Other Benefitsexecutive officers in October each year (including in fiscal year 2015). Starting in fiscal year 2016, such annual grants will take place in November. The Compensation Committee decided to move our annual grant date from October to November so that future vesting of RSU grants will likely take place during a period after the Company has reported its financial earnings.

All of our employees, including our executive officers, are eligible to participate in the Company’s standard welfare and health benefit programs, including our 401(k) plan; medical, vision and dental plans; and certain other standard employee benefit plans.programs. The Cirrus Logic, Inc. 401(k) Plan is a tax-qualified

profit sharing and Section 401(k) plan. Under the plan, as of the fourth quarter of fiscal year 2015, we match 50% of up to the first 6%8% of ana U.S. employee’s pre-tax deferrals, subject to the IRS compensation limits.

Our CEO and other executive officers participate in theseour welfare and health benefit programs to the same extent as all other salaried employees based in the United States.States or United Kingdom as applicable. Although perquisites are not a material part of our compensation programs for executive officers and are generally not provided, we do reimburse up to $500 for an annual physical examination for each of our executive officers to the extent the physical examination is not covered under our standard health care plans.

Post-Employment CompensationThe Wolfson Named Executive Officers, and certain other Wolfson executives, were provided with some perquisites prior to the acquisition that are not included in our compensation programs. Namely, the Wolfson Named Executive Officers received a car allowance, family private medical insurance, and pension scheme matching contributions. These programs were continued in their existing states for certain former Wolfson executives including the Wolfson Named Executive Officers during the third and fourth quarters of fiscal year 2015. Those programs (except reimbursement for an annual medical exam, which our Company also provides), however, were discontinued starting in fiscal year 2016. At that time, Wolfson executives including the Wolfson Named Executive Officers transitioned to our perquisite programs discussed above.

V.	Our Post-Employment Compensation

We do not maintain separate individual employment, severance or change of control agreements with our Named Executive Officers; however, on July 26, 2007, after a review of other companies’ practices with respect to management severance plans, the Compensation Committee approved and adopted an Executive Severance and Change of Control Plan (the “2007 Severance Plan”). The 2007 Severance Plan provides certain payments and other benefits to eligible executive officers (“Eligible Executives”), including each of our Named Executive Officers, whose employment is involuntarily terminated by the Company (other than for cause) or whose employment terminates following a change of control of the Company. The 2007 Severance Plan became effective on October 1, 2007.

The 2007 Severance Plan provides that, in the event of an Eligible Executive’s termination of employment by the Company without cause, he or she is eligible to receive: (i) a continuation of base salary for a period of up to six months (up to 12 months for our CEO) following termination, and (ii) payment in full of a reasonable estimate of COBRA premiums for three months of continued health care coverage.

The 2007 Severance Plan further provides that, if an Eligible Executive’s employment is terminated within 12 months following a change in control of the Company, either by the Company without cause or by the Eligible Executive for good reason, the Eligible Executive is eligible to receive (in lieu of the payments and benefits described above): (i) a lump sum payment equal to 12 months’ base salary (or 24 months’ base salary in the case of the CEO), (ii) acceleration in full of any unvested stock options or any other securities or similar incentive awards that have been granted or issued to the Eligible Executive as of the employment termination date, and (iii) payment in full of a reasonable estimate of COBRA premiums for 12 months. In addition, the Eligible Executive will have six months from the employment termination date to exercise any vested options.

The 2007 Severance Plan may not be amended or terminated without the consent of any Eligible Executive during the one year prior to or following the occurrence of a change in control of the Company, if such amendment would be adverse to the interest of such Eligible Executive. In order to receive severance payments and benefits under the 2007 Severance Plan, an Eligible Executive must execute a general release of all claims against the Company. Additional details and specific terms of the Severance Plan are set forth in the section of this Proxy Statementproxy statement entitled“Potential Payments upon Termination or Change inof Control.”

We maintain the 2007 Severance Plan because we believe it is consistent with the practices of peer companies and helps ensure that we are able to attract and retain top talent. Further, we believe that our plan provides a level of stability to Eligible Executives during volatile business conditions that have historically existed in our industry so that they remain focused on their responsibilities and the long-term interests of the Company during such times. The 2007 Severance Plan provides for “double-trigger” rather than “single-trigger” payment and benefits in the event of a change of control of the Company. In other words, payments to an Eligible ExecutiveExecutives are contingent upon an involuntarily termination of employment following a change of control. This plan design is intended to provide a level of security to Eligible Executives negotiating a transaction to avoid any misalignment with the

interests of our stockholders without resulting in a windfall to Eligible Executives who remain employed following such a transaction.

Policies Regarding Short Selling and Hedging Transactions

The Company prohibits directors, officers, and employees from investing in derivative securities based on or related to the Company’s common stock, or engaging in any short sale or hedging transactions involving the Company’s common stock. Thisstock, and pledging any shares of the Company’s common stock as collateral for any margin account or any other similar account or debt instrument where a sale of the

Company’s stock could occur. Our policy does not restrict the ownership of Company-granted equity awards, such as stock options, restricted stock, RSUs, or other equity awards issued by the Company.

Tax Considerations

Section 162(m) of the Internal Revenue Code (“IRC”) disallows a tax deduction to publicly-held companies for compensation paid to our CEO and any of the three most highly compensated officers (other than the CEO and our principal financial officer) to the extent that compensation exceeds $1,000,000 per covered officer in any fiscal year. The limitation applies only to compensation that is not considered to be “performance-based compensation.” Under the Treasury Regulations corresponding to Section 162(m) of the Internal Revenue Code,, compensation received through the exercise of a stock option will not be subject to the $1,000,000 limit if it qualifies as “performance-based compensation” within the meaning of Section 162(m).

It is the Compensation Committee’s objective, so long as it is reasonable and consistent with the Company’s overall business, compensation, and retention objectives, to endeavor to design executive officer compensation programs that keep executive compensation deductible for federal income tax purposes. We structured our 2006 EquityHowever, the Compensation Committee maintains its discretion to approve compensation to covered officers that is not deductible for purposes of Section 162(m). At the 2013 annual meeting of stockholders, the stockholders approved an amended 2007 Management and Key Individual Contributor Incentive Plan withthat allowed qualified future payments under that plan to become eligible for deduction under Section 162(m). At the intention2014 annual meeting of stockholders, the stockholders approved the 2006 Stock Incentive Plan, as amended and restated, so that qualified payments under this plan (e.g., stock options and full value awards with performance-based vesting may qualify for tax deductibility. However, in order to maintain flexibility in the compensation program, other forms of equity such as time-vested RSUsvesting) are available and do not qualify for tax deductibility to the extent a covered officer’s compensation exceeds $1,000,000 in a fiscal year. In addition, although it is the Compensation Committee’s preference to keep executive compensation deductible for federal income tax purposes when appropriate, our stockholders have not previously approved our Incentive Plan, or the performance goals under our Incentive Plan. Therefore, in the past, any payments under the Incentive Plan have not qualified as “performance-based compensation” under Section 162(m). In this Proxy Statement, we are requesting stockholder approval of the amended Incentive Plan as set forth in the section entitled“Proposal 4 – Approval of Material Terms of Amended 2007 Management and Key Individual Contributor Incentive Plan.” If approved by our stockholders, future payments under our Incentive Plan will becomealso eligible for deduction under Section 162(m).

In fiscal year 2013,2015, the Company had a tax deduction disallowance under Section 162(m) of approximately $899,132$399,196 related to the compensation received by our CEO. This disallowance was the result of (1)his salary in combination with the exercisevesting of optionsRSUs that were granted prior to the adoption of the 2006 Equity Incentive Plan from plans that did not provide for awards that qualified as “performance-based compensation”“performance based” for purposes of Section 162(m); and (2) the payments under the Incentive Plan..

Section 280G of the Internal Revenue CodeIRC disallows the deduction of any “excess parachute payment” paid in connection with certain events. A portion of amounts payable under the 2007 Severance Plan may constitute “excess parachute payments” to our executive officers. Accordingly, the 2007 Severance Plan provides for a modified Section 280G “cut back” pursuant to which payments and benefits under the 2007 Severance Plan will be reduced in the event such reduction produces a greater after-tax benefit to an executive officer. See the section of this proxy statement entitled, “Potential Payments Upon Termination orChange of Control.” at page 43.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee of the Board currently consists of Messrs.Timothy R. Dehne (Chair), John C. Carter, Dehne, Schuele, and Ms. Wang.Christine King. None of our executive officers havehas ever served as a member of the board of directors or the compensation committee of another entity that has or has had, at the time of his or her service or during the same fiscal year, one or more executive officers serving as a member of the Company’s Board or the Compensation Committee. The members of the Compensation Committee are considered independent under the Company’s Board of Directors and the Compensation Committee independence standards as set forth in the Company’s Corporate Governance Guidelines, which is included as an Exhibit D to this Proxy Statement.are posted at the following link:

On July 26, 2012, the Board of Directors approved the formation of a subcommittee of Messrs. Carter and Dehne, and Ms. Wang (the “162(m) Subcommittee”). The Company formed the 162(m) Subcommittee because Mr. Schuele is not considered an “outside director” for purposes of Section 162(m) of the Internal Revenue Code due to his prior affiliation with Crystal Semiconductor, a company that we acquired in 1991. Since its formation, the 162(m) Subcommittee has approved all elements of performance-based compensation that require approval by a committee of “outside directors” in order for such compensation to qualify for deductibility under Section 162(m) and related regulations.http://investor.cirrus.com/corporate-governance/corporate-governance-guidelines/

COMPENSATION COMMITTEE REPORT

We, the Compensation Committee of the Board of Directors, have reviewed and discussed the Compensation Discussion and Analysis (“CD&A”) required by Item 402(b) of Regulation S-K with management of the Company. Based on such review and discussion, we have recommended to the Board of Directors that the CD&A be included as part of this Proxy Statement.proxy statement.

Submitted by the Compensation Committee of the Board of Directors:

Timothy R. Dehne, Chairman

John C. Carter

Alan R. Schuele

Susan WangChristine King

CONSIDERATION OF RISK RELATED TO COMPENSATION PROGRAMS

The Compensation Committee structures our executive compensation program to provide incentives to appropriately reward our executive officers without undue risk taking. Our approach is similar for the compensation practices and polices applicable to all employees throughout the Company. Overall, we believe that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company. In general, we attempt to align our compensation programs with the long-term interests of the Company and its stockholders and mitigate the likelihood of inducing excessive risk-taking behavior. More specifically, we believe the following program features and policies help to mitigate the likelihood of inducing excessive risk-taking behavior:

EXECUTIVE COMPENSATION TABLES

Fiscal Year 20132015 Summary Compensation Table

The following table provides certain summary information concerning the compensation awarded to, earned by, or paid to our Named Executive Officers. The table sets forth compensation for services rendered by our Named Executive Officers for the fiscal years ended March 30, 2013,28, 2015; March 31, 2012,29, 2014; and March 26, 201130, 2013 as applicable.

A note on foreign currency: For the Wolfson Named Executive Officers, cash compensation (e.g., salary and incentive plan compensation) is paid in the currency of the United Kingdom – the pound sterling. For purposes of the disclosures and tables in this proxy statement, we have converted pound sterling payment amounts to U.S. dollars by applying the following methodology. We first calculated eight averagemonthlyexchange rates corresponding to the months August 2014 (the month in which the acquisition of Wolfson was completed) through March 2015 (the month ending fiscal year 2015). We then averaged those eight monthly exchange rates to arrive at anoverallaverage exchange rate of 1.5766 U.S. dollars per pound. We used this overall average for conversions.