| Item 2.02. | Results of Operations and Financial Condition. |
Synaptics Incorporated (the “Company”) is furnishing this Current Report on Form8-K in connection with the disclosure of information, in the form of a press release issued on February 7, 2019 and attached hereto as Exhibit 99.1. The Company also posted earnings supplemental materials on the investor section of the Company’s website atwww.synaptics.com and attached hereto as Exhibit 99.2.
The information in Item 2.02 of this Current Report on Form8-K (including Exhibit 99.1 and Exhibit 99.2) is furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any registration document or other document filed by the Company.
The Company does not have, and expressly disclaims, any obligation to release publicly any updates or any changes in the Company’s expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b), (c), (e)
On February 7, 2019, the Company issued a press release announcing the voluntary resignation of Wajid Ali as the Company’s Senior Vice President and Chief Financial Officer, effective February 8, 2019. Mr. Ali’s resignation to pursue other opportunities is not a result of any disagreement with the Company or any matter relating to the Company’s operations, accounting or other policies, or practices. Kermit Nolan, the Company’s current Vice President, Finance, has been promoted to Corporate Vice President, Chief Accounting Officer, and Interim Chief Financial Officer of the Company and will serve as the Company’s principal financial officer and principal accounting officer, each effective February 7, 2019.
Mr. Nolan, 59, joined the Company in March 2004 and has served in various accounting, tax and finance roles in the Company and with other public companies in his career. Most recently, Mr. Nolan has served as the Company’s Vice President, Finance since July 2014. Mr. Nolan began his career in accounting with KPMG, formerly, Peat, Marwick, Mitchell and Co. Mr. Nolan holds a Bachelor of Science degree in Accounting from San Jose State University.
Mr. Nolan has entered into an offer letter with Synaptics dated February 7, 2019, under which he will receive an annual salary of $340,000, a target annual cash incentive of 50% of his annual base salary, a grant of 12,500 restricted stock units of the Company vesting over three years, and other benefits generally accruing to senior executives of the Company.
| Item 7.01. | Regulation FD Disclosure. |
On February 7, 2019, the Company issued a press release announcing the appointment described in Item 5.02 of this Form8-K. A copy of the Company’s press release is furnished with this Form8-K and attached hereto as Exhibit 99.1. The information in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any registration document or other document filed by the Company.
| Item 9.01. | Financial Statements and Exhibits. |
| | (a) | Financial Statements of Business Acquired. |
Not applicable.
| | (b) | Pro Forma Financial Information. |
Not applicable.
| | (c) | Shell Company Transactions. |
Not applicable.
