8-K - CRUS - Equibles

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): July 29, 2022

	CIRRUS LOGIC, INC.
(Exact name of Registrant as specified in its charter)			Delaware	000-17795	77-0024818
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(State or Other Jurisdiction<br> of Incorporation)	(Commission File Number)	(IRS Employer<br>Identification No.)		800 W. 6th Street	Austin,	TX	78701
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(Address of Principal Executive Offices)				(Zip Code)
Registrant’s telephone number, including area code:			(512)	851-4000

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $0.001 par value	CRUS	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of Cirrus Logic, Inc. (the “Company”) was held on July 29, 2022. At the Annual Meeting, the Company’s stockholders voted on the following proposals described in detail in the Company’s Proxy Statement, dated June 2, 2022. Final voting results for each of the matters voted on at the meeting are set forth below.

Proposal One: Election of Directors.

Name	Votes For	Votes Withheld	Broker Non-Votes
John C. Carter	44,668,938	1,357,474	4,477,157
Alexander M. Davern	41,334,187	4,692,225	4,477,157
Timothy R. Dehne	44,731,434	1,294,978	4,477,157
John M. Forsyth	45,314,763	711,649	4,477,157
Deirdre R. Hanford	45,332,990	693,422	4,477,157
Raghib Hussain	45,953,006	73,406	4,477,157
Catherine P. Lego	45,378,654	647,758	4,477,157
David J. Tupman	45,466,902	559,510	4,477,157

Proposal Two: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 25, 2023.

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
48,848,131	1,627,113	28,325

Proposal Three: Advisory vote to approve executive compensation.

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
45,103,155	863,854	59,403	4,477,157

Proposal Four:

Proposal Four: Approval of the Second Amendment to the 2018 Long Term Incentive Plan.

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
42,955,542	3,017,444	53,426	4,477,157

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			CIRRUS LOGIC, INC.
Date:	August 1, 2022	By:	/s/ Gregory S. Thomas
			Name:	Gregory S. Thomas
			Title:	Senior Vice President, General Counsel, Corporate Secretary