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)
August 23, 2006
TriQuint Semiconductor, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 000-22660 | | 95-3654013 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
2300 N.E. Brookwood Parkway
Hillsboro, Oregon 97124
(Address of principal executive offices, including zip code)
(503) 615-9000
(Registrant’s telephone number, including area code)
Not applicable
(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 (see General Instruction A.2. below):
| ¨ | 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 1.01 | Entry into a Material Definitive Agreement |
On August 23, 2006, the Compensation Committee of the Board of Directors (the “Committee”) of TriQuint Semiconductor, Inc. (the “Company”) approved a new annual base salary for the Company’s Chief Executive Officer, Ralph Quinsey. Mr. Quinsey’s new annual base salary of $395,000 is to be effective May 28, 2006. Mr. Quinsey’s prior annual base salary was $330,200. The Committee also approved option grants totaling 150,000 shares under the Company’s 1996 Stock Incentive Program to Mr. Quinsey, with an exercise price equal to the Company’s closing price per share on the date of the grants. An option for 100,000 shares will vest in four quarterly installments with the first vest date September 1, 2008, and the last vest date June 1, 2009. An option for 50,000 shares will vest in sixteen quarterly installments, with the first vest date September 1, 2006 and the last vest date June 1, 2010.
In addition, the Board of Directors approved the modification of the compensation arrangements for the Company’s non-employee directors on August 23, 2006. The new arrangements are as follows:
| | | | | | |
| | | Current Compensation | | Prior Compensation |
Annual Retainer: | | | | | | |
Chairman of the Board | | $ | 55,000 | | $ | 60,000 |
Non-Chairman Director | | $ | 25,000 | | $ | 20,000 |
Committee Chair Retainer: | | | | | | |
Audit Committee | | $ | 15,000 | | $ | 7,000 |
Compensation Committee | | $ | 10,000 | | $ | 5,000 |
Nominating and Governance Committee | | $ | 5,000 | | $ | 2,000 |
Committee Member Retainer (non-chair): | | | | | | |
Audit Committee | | $ | 5,000 | | $ | 5,000 |
Compensation Committee | | $ | 5,000 | | $ | 3,000 |
Nominating and Governance Committee | | $ | 0 | | $ | 0 |
The equity compensation program for the Board of Directors remained unchanged.
All of the aforementioned changes made were done as part of the standard annual review process.
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.
| | |
| TRIQUINT SEMICONDUCTOR, INC. |
| |
By: | | /s/ STEPHANIE J. WELTY |
| | Stephanie J. Welty |
| | Chief Financial Officer |
Date: August 28, 2006
