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):    September 29, 2021

Commission File Number 0-17795

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:

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 5.02 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 datedOctoberoct1pressrelease.htm1, 2021

Exhibit 104    Cover Page Interactive Data File (formatted as Inline XBRL)

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.

Document

CORPORATE NEWS

Media Contact:

Cirrus Logic Appoints Marvell Technology’s

Raghib Hussain to Board of Directors

AUSTIN, Texas – Oct. 1, 2021 – Cirrus Logic, Inc. (NASDAQ: CRUS) has announced that Raghib Hussain has been named to the company’s Board of Directors, effective Sept. 29. Hussain currently serves as president, Products and Technologies, for Marvell Technology, Inc.

“We are delighted to welcome Raghib to the Cirrus Logic Board of Directors,” said John Forsyth, president and chief executive officer, Cirrus Logic. “With a deep knowledge of the semiconductor industry, strong technical expertise and a track record of operational and strategic success, Raghib will be a valuable addition to the Cirrus Logic team as we look to drive continued financial growth through innovation in mixed-signal products.”

Prior to joining Marvell in 2018 as chief strategy officer, Hussain served as co-founder, chief technology officer and chief operating officer of Cavium, Inc., which was acquired by Marvell in 2018. Hussain, who holds more than 40 patents in the fields of networking and security, earned a Bachelor of Science degree in computer systems engineering from NED University in Karachi, Pakistan, and a Master of Science degree in computer engineering from San Jose State University. Since 2018 he has served on the Center for Asia Pacific Policy (CAPP) advisory board of the RAND Corporation, a nonprofit research organization that develops solutions to public policy challenges.

Cirrus Logic, Inc.

Cirrus Logic is a leader in low-power, high-precision mixed-signal processing solutions that create innovative user experiences for the world’s top mobile and consumer applications. With headquarters in Austin, Texas, Cirrus Logic is recognized globally for its award-winning corporate culture. Check us out at www.cirrus.com.

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