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 Date of Report (Date of earliest event reported): December 21, 2004 STANDARD MICROSYSTEMS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 0-7422 11-2234952 (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation) Number) Identification No.) 80 Arkay Drive, Hauppauge, New York 11788 (Address of principal executive offices) (Zip Code) (631) 435-6000 (Registrant's telephone number, including area code) N/A (Former name, former address and former fiscal year, 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)) Section 1 - Registrant's Business and Operations Item 1.01 - Entry into a Material Definitive Agreement At its December 21, 2004 meeting, Standard Microsystems Corporation's Board of Directors adopted a resolution increasing the compensation provided to non-employee directors, effective on January 1, 2005. This compensation will continue to be paid under the terms of the Company's "Plan for Deferred Compensation in Common Stock for Outside Directors," whereby 50% or 100% of such compensation is paid in the form of the Company's common stock, at the election of the director. There was no change in the provisions for stock option grants to non-employee directors. The current and increased levels of compensation, including the provisions for stock option grants, are presented in the following table: Present Future ======= ====== Annual retainer Board member $25,000 $35,000 Committee chair $ 8,000 $18,000 Committee member $ 4,000 $ 8,000 Options Initial # of Shares 42,000 42,000 Total options per year (after 3rd year) 14,000 14,000 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. STANDARD MICROSYSTEMS CORPORATION (Registrant) Date: December 23, 2004 By: /s/ ANDREW M. CAGGIA --------------------------- Andrew M. Caggia Senior Vice President and Chief Financial Officer, and Director (Principal Financial Officer)