UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 19, 2014
SIGMA DESIGNS, INC.
(Exact name of registrant as specified in its charter)
California | 001-32207 | 94-2848099 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1778 McCarthy Blvd. Milpitas, California | 95035 | |
(Address of principal executive offices) | (Zip Code) | |
(408) 262-9003
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On February 19, 2014, the Board of Directors of Sigma Designs, Inc. (“Sigma”) elected Martin Manniche to serve as a member of the Board of Directors (the “Board”), effective as of February 19, 2014. Mr. Manniche has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K or Item 5.02(d) of Form 8-K.
In connection with his appointment, Mr. Manniche was granted a restricted stock unit award representing 45,918 shares of Sigma’s common stock, which award will vest over a two-year period, subject to Mr. Manniche’s continued service on the Board. This award will become fully vested upon a change in control of Sigma. Mr. Manniche will also participate in Sigma’s standard cash compensation program for non-employee directors.
It is contemplated that Sigma and Mr. Manniche will enter into the standard Sigma Indemnification Agreement for directors. This agreement requires Sigma, among other things, to indemnify its directors against liabilities that may arise by reason of their status or service. The agreement also requires Sigma to advance all expenses incurred by the directors in investigating or defending any such action, suit or proceeding, subject to the terms contained in the agreement. The foregoing description is qualified in its entirety by the full text of the form of indemnification agreement, which was filed as Exhibit 10.2 to Sigma’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 3, 2012 and is incorporated by reference herein.
On February 24, 2014, Sigma issued a press release announcing the appointment of Mr. Manniche to the Board. The full text of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) | Exhibits. |
Exhibit No. |
| Exhibit Title or Description |
99.1 |
| Press release dated February 24, 2014. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Sigma Designs, Inc. | ||
Date: February 25, 2014 | By: | /s/ Thinh Tran |
Thinh Tran President and Chief Executive Officer |
EXHIBIT INDEX
Exhibit |
| Exhibit Title or Description |
99.1 |
| Press release dated February 24, 2014. |