Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 29, 2021, the Board of Directors of Cirrus Logic, Inc. (the
"Company") appointed Raghib Hussain to serve as a director. Mr. Hussain will
serve as a director with an initial term expiring at the Company's 2022 annual
meeting of stockholders. Mr. Hussain has not been named to any committees of the
Board.
There is no arrangement or understanding between Mr. Hussain and any other
persons pursuant to which Mr. Hussain was selected as a director. Additionally,
Mr. Hussain is not a party to any transaction, or series of transactions,
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Hussain will receive the standard compensation and equity awards available
to other non-employee directors of the Company as described in the Company's
definitive proxy statement filed with the Securities and Exchange Commission on
June 3, 2021. In particular, upon appointment, Mr. Hussein is entitled to
receive a full-value stock award having a fair market value up to $190,000
prorated to reflect the period from the time of his appointment up until the
2022 annual meeting of stockholders, such award vesting at that annual meeting.
Also upon his appointment, Mr. Hussain is entitled to receive equity-based
compensation in the form of an option to purchase shares of our common stock,
fixed on the date of grant, that has a fair market value estimated on the date
of grant to be $225,000. The option will have a term of ten years and 25 percent
will vest one year from the grant date, and the remaining options will vest
1/36th monthly thereafter until fully vested after four years. In addition, Mr.
Hussain, as a non-employee director, will receive a quarterly cash retainer in
the amount of $15,000, which will be prorated to reflect the days of his service
as a director.
The Company intends to enter into an indemnification agreement with Mr. Hussain
that is substantially similar to the form of indemnification agreement executed
by other members of the Board.
Our press release announcing the appointment of Mr. Hussain is attached as
Exhibit 99.1 to this Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
Exhibit 99.1 Cirrus Logic, Inc. press release dated October 1 ,
2021
Exhibit 104 Cover Page Interactive Data File (formatted as Inline XBRL)
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