Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. OnNovember 8, 2021 ,Christine King notified the Board of Directors (the "Board") ofAllegro MicroSystems, Inc. (the "Company") of her decision to resign from the Board and the Audit and Compensation Committees of the Board, effective upon the election of her successor.Ms. King's resignation is not the result of any disagreement betweenMs. King and the Company or its management on any matter relating to the Company's operations, policies or practices. OnNovember 9, 2021 , at the recommendation of theNominating and Corporate Governance Committee of the Board, the Board electedSusan Lynch to the Board as a Class III Director, effective immediately, to serve until the Company's 2023 annual meeting of stockholders and until her successor is duly elected and qualified. The Board also appointedMs. Lynch to serve on its Audit Committee. The Board has determined thatMs. Lynch qualifies as an independent director pursuant to Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and the rules ofThe Nasdaq Stock Market . The Board has also determined thatMs. Lynch qualifies as an "audit committee financial expert" as defined by the applicableSecurities and Exchange Commission ("SEC") regulations.Ms. Lynch was elected to the Board pursuant to and as set forth in Section 2(c) of the Stockholders Agreement, dated as ofSeptember 30, 2020 , by and among the Company,OEP SKNA, L.P. and Sanken Electric Co., Ltd. In connection with her appointment, the Company entered into an indemnification agreement withMs. Lynch providing for the indemnification of and advancement of expenses permitted byDelaware law for claims, suits or proceedings arising out of a director's service to the Company.Ms. Lynch will receive the same fees for her service as the Company's other independent directors and members of the Audit Committee of the Board, which fees were disclosed in the Company's definitive proxy statement filed with theSEC onJuly 2, 2021 . Annual cash compensation and restricted stock awards will be pro-rated from the date ofMs. Lynch's election to the Board. Item 7.01. Regulation FD Disclosure. A copy of the Company's press release announcing the election ofMs. Lynch to the Board 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 Exhibit No. Description Exhibit 99.1 Press Release issued byAllegro MicroSystems, Inc. onNovember 10, 2021 Exhibit 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
--------------------------------------------------------------------------------
© Edgar Online, source