Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amended Lattice Semiconductor Corporation 2013 Incentive Plan
On May 3, 2019, the stockholders of Lattice Semiconductor Corporation (the “Company”) approved the amended Lattice Semiconductor Corporation 2013 Incentive Plan (the “Amended 2013 Plan”) at the Company’s annual meeting of stockholders held in San Jose, California (the “Annual Meeting”). The Amended 2013 Plan was previously approved by the Board, upon recommendation by the Compensation Committee (the “Committee”), subject to stockholder approval at the Annual Meeting.
The 2013 Incentive Plan (as amended prior to the Annual Meeting, the “2013 Plan”) was amended to (i) increase by 6,500,000 shares (from 18,640,000 shares to 25,140,000 shares) the number of shares of our common stock available for issuance under the 2013 Plan and (ii) eliminate a redundant limitation on the Company’s ability to grant full value awards in light of the fungible share limit that already provides that these awards count against the numerical limits of the 2013 Plan on a 2.2-to-1 basis. Unless sooner terminated by the Board or the Committee, the Amended 2013 Plan will terminate on May 1, 2023. Adetailed summary of the Amended 2013 Plan can be found on pages43-49 of the Company’s definitive Proxy Statement on Schedule 14A filed on March 22, 2019 (the “Proxy Statement”), which description is incorporated herein by reference. The summary does not purport to be complete and is qualified in its entirety by reference to the full text of theAmended 2013 Plan, which was attached as Annex A to such definitive Proxy Statement and is incorporated herein by reference.
Amended Lattice Semiconductor Corporation 2011Non-Employee Director Equity Incentive Plan
On May 3, 2019, the stockholders of the Company approved the Lattice Semiconductor Corporation amended 2011Non-Employee Director Equity Incentive Plan (the “Amended Director Plan”) at the Annual Meeting. The Amended Director Plan was previously approved by the Board, upon recommendation by the Committee, subject to stockholder approval at the Annual Meeting.
The 2011Non-Employee Director Equity Incentive Plan (as amended prior to the Annual Meeting, the “Director Plan”) was amended to (i) increase by 200,000 shares (from 2,010,000 shares to 2,210,000 shares) the number of shares of common stock available for issuance under the Director Plan and (ii) eliminate the ability of the Company’s board of directors to grant awards under the Amended Director Plan that vest based on the achievement of any performance goals. Unless sooner terminated by the Board or the Committee, the Amended Director Plan will terminate on May 3, 2021. Adetailed summary of the Amended Director Plan can be found on pages50-54 of the Proxy Statement, which description is incorporated herein by reference. The summary does not purport to be complete and is qualified in its entirety by reference to the full text of theAmended Director Plan, which was attached as Annex B to the Proxy Statement and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, stockholders representing 120,475,181 shares, or 91.37% of the outstanding shares of capital stock of the Company as of the March 8, 2019 record date, were present in person or were represented at the meeting by proxy. The final results of voting for each matter submitted to a vote of stockholders at the meeting are as follows.
