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): February 22, 2008
MICREL, INCORPORATED
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA
----------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-25236 94-2526744
------------------------- -------------------------
(Commission File Number) (I.R.S. Employer
Identification No.)
2180 Fortune Drive, San Jose, CA 95131
---------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(408) 944-0800
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
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))
INFORMATION TO BE INCLUDED IN REPORT
Item 5.02 Compensatory Arrangements of Certain Officers
On February 21, 2008, the Company's Compensation Committee (the "Committee")
and Board of Directors (the "Board") of Micrel, Incorporated (the "Company")
approved a plan for the payment of contingent cash bonuses to certain U.S.
employees and employees of certain foreign subsidiaries (the "2008 Bonus Plan")
The Bonus Plan is effective beginning on January 1, 2008 and is intended to
remain effective for calendar year 2008, at the discretion of the Board based
on business conditions and Company performance. The bonus amounts are
dependent on the Company's net income performance, as well as individualized
criteria such as achievement of specified goals for the department or divisions
of which the employee is a part, and, in certain instances, satisfactory
completion of special projects supervised by the Chief Executive Officer.
Micrel's Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO")
and the named executive officers other than the CEO and CFO, as well as other
vice presidents and certain other employees, are eligible to participate in the
2008 Bonus Plan.
Specifically for calendar year 2008, the Committee and Board have
established payout targets for the 2008 Bonus Plan related to the Company's
achievement of specific pre-determined non-GAAP earnings per share goals. The
Committee and Board have also approved the payout profile for the 2008
Executive, Discretionary Exempt and Profit Sharing pools available for bonus
payments. The payout profile provides for the respective bonus pools based on
the level of the Company's attainment of its earnings per share goals. Bonus
payments out of each bonus pool are based on specific individual criteria, as
evaluated by the Committee and the Board. The Board and Compensation Committee
reserve the right to modify goals, targets, amounts and criteria at any time.
Bonus payments (if any) shall be payable to eligible employees in cash, less
applicable withholdings, and are normally made in February or March following
the calendar-year performance period during which the bonuses were earned. The
Bonus payable under the 2008 Bonus Plan with respect to the CEO, CFO and other
executive staff members will be determined by the Compensation Committee,
comprised of three independent members of the Board. Aggregate bonuses payable
under the 2008 Bonus Plan with respect to all employees other than the CEO, CFO
and executive staff members will be determined by the Compensation Committee,
and reviewed by the Board.
The annual incentive bonus plan is designed to align executive officer pay
with overall company financial performance, as well as performance against
strategic initiatives in the short-term. The plan provides a reward based on
the achievement of corporate and individual performance objectives. Micrel's
bonus program is designed to reward achievement of the Company's short-term and
long-term strategic goals, to recognize and reward individual contributions to
Company performance, and to attract and retain employee talent that contributes
to the Company's long-term success.
SIGNATURE
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.
MICREL, INCORPORATED
(the Registrant)
By: /s/ Richard D. Crowley
-------------------------
Richard D. Crowley
Vice President, Finance and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Dated: February 22, 2008