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
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Date of Report (Date of earliest event reported): October 15, 2023 |
Allegro MicroSystems, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-39675 | 46-2405937 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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955 Perimeter Road | |
Manchester, New Hampshire | | 03103 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (603) 626-2300 |
(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:
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☐ | 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:
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Title of each class
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Symbol(s) | |
Name of each exchange on which registered
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Common Stock, par value $0.01 per share | | ALGM | | The Nasdaq Global Select Market |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 15, 2023, Reza Kazerounian notified the Board of Directors (the “Board”) of Allegro MicroSystems, Inc. (the “Company”) of his decision to retire from the Board and as Chairperson and member of the Board’s Research & Development and Strategy Committee, effective October 15, 2023. Dr. Kazerounian’s retirement is not the result of any disagreement between Dr. Kazerounian and the Company or its management on any matter relating to the Company’s operations, policies or practices.
On October 18, 2023, at the recommendation of the Nominating and Corporate Governance Committee and in accordance with the Amended and Restated Stockholders Agreement, dated as of June 16, 2022, by and among the Company, OEP SKNA, L.P. (“OEP”) and Sanken Electric Co., Ltd. (“Sanken”) (the “Amended and Restated Stockholders Agreement”), the Board took the following actions, each of which was effective October 18, 2023: (i) elected Mary G. Puma to the Board as Dr. Kazerounian’s successor as a Class I Director, to serve until the Company’s 2024 annual meeting of shareholders and until her successor is duly elected and qualified and (ii) appointed Ms. Puma to serve on the Board’s Research & Development and Strategy Committee and the Compensation Committee.
The Board has determined that Ms. Puma qualifies as an independent director pursuant to the rules of The Nasdaq Stock Market. The Board has also determined that Ms. Puma meets the enhanced independence requirements for compensation committee members under the rules of The Nasdaq Stock Market.
Ms. Puma was elected to the Board as a joint designee of OEP and Sanken pursuant to and as set forth in Section 2(e) of the Amended and Restated Stockholders Agreement.
In connection with her appointment, the Company entered into an indemnification agreement with Ms. Puma providing for the indemnification of and advancement of expenses permitted by Delaware law for claims, suits or proceedings arising out of a director’s service to the Company.
Ms. Puma will receive the same fees for her service as the Company’s other independent directors and members of the Research & Development and Strategy Committee and Compensation Committee of the Board, which fees were disclosed in the Company’s definitive proxy statement filed with the SEC on June 21, 2023. Annual cash compensation and restricted stock awards will be pro-rated from the date of Ms. Puma’s election to the Board.
Item 7.01 Regulation FD Disclosure.
A copy of the Company’s press release announcing the election of Ms. Puma to the Board and the retirement of Dr. Kazerounian is attached hereto as Exhibit 99.1.
The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
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| ALLEGRO MICROSYSTEMS, INC. |
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Date: October 19, 2023 |
| By: | /s/ Sharon S. Briansky |
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| Sharon S. Briansky |
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| Senior Vice President, General Counsel and Secretary |
