UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 8, 2023
Commission File Number
| | | | | | | | |
| | CIRRUS LOGIC, INC. | |
| (Exact name of Registrant as specified in its charter) |
| | | | | | | | | | | | | | |
| Delaware | | 000-17795 | | 77-0024818 |
(State or Other Jurisdiction of
Incorporation or Organization) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| | | | | | | | | | | | | | |
| 800 W. 6th Street | Austin, | TX | | 78701 |
| (Address of Principal Executive Offices) | | (Zip Code) |
| | | | |
| Registrant’s telephone number, including area code: | (512) | 851-4000 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common stock, $0.001 par value | | CRUS | | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Upon recommendation of the Governance and Nominating Committee, the Board of Directors of the Company (the “Board”) approved an amendment and restatement of the Company’s bylaws (“Bylaws”) effective March 8, 2023 to:
•provide for “proxy access” that allows a stockholder, or a group of up to twenty stockholders, owning at least three percent (3%) of the Company’s outstanding stock continuously for at least three years, to nominate and include in the Company’s annual meeting proxy materials a number of director nominees not exceeding the greater of (i) two, or (ii) 20% of the Board, provided that the stockholders and director nominees satisfy the disclosure and procedural requirements specified in the Bylaws;
•revise the advance notice procedures and disclosure requirements for the nomination of directors and the submission of proposals for consideration at annual meetings of the stockholders of the Company; and
•require causes of action arising under the Securities Act of 1933 to be brought in a United States District Court.
The foregoing does not constitute a complete summary of the amendments to the Company's restated Bylaws and is qualified in its entirety by reference to the complete text of the restated Bylaws, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
Exhibit 104 Cover Page Interactive Data File (formatted as Inline XBRL)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | CIRRUS LOGIC, INC. | |
| | | | | |
| | | | | |
| Date: | March 8, 2023 | By: | /s/ Gregory S. Thomas | |
| | | Name: | Gregory S. Thomas | |
| | | Title: | Senior Vice President, General Counsel, Corporate Secretary |
EXHIBIT INDEX
Exhibit No. Description
3.1 Amended and Restated Bylaws of Cirrus Logic, Inc.
104 Cover Page Interactive Data File (formatted as Inline XBRL)
