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):      April 21, 2020

CIRRUS LOGIC INC

(Exact name of Registrant as specified in its charter)

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(g) 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.

(d)  On April 21, 2020, the Board of Directors of Cirrus Logic, Inc. (the “Company”) expanded the size of the Board from 7 to 8 members and appointed Catherine Lego to serve as a director, effective April 23, 2020.  Ms. Lego will serve as a director with a term expiring at the 2020 annual meeting of stockholders to be held July 31, 2020. Ms. Lego has not been named to any committees of the Board.

There is no arrangement or understanding between Ms. Lego and any other persons pursuant to which Ms. Lego was selected as a director.  Additionally, Ms. Lego is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Ms. Lego 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 5, 2019.  In particular, upon her appointment, Ms. Lego 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, Ms. Lego, as a non-employee director, will receive a quarterly cash retainer in the amount of $15,000,
        which will be pro-rated to reflect the days of her service as a director.

The Company intends to enter into an indemnification agreement with Ms. Lego that is substantially similar to the form of indemnification agreement executed by other members of the Board.

Our press release announcing the appointment of Ms. Lego is attached as Exhibit 99.1 to this Report.

Item 9.01     Financial Statements and Exhibits.

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.

EXHIBIT INDEX

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Exhibit 99.1

Exhibit 104

Exhibit 99.1

Cirrus Logic Names Catherine Lego to Board of Directors

AUSTIN, Texas--(BUSINESS WIRE)--April 23, 2020--Cirrus Logic, Inc. (Nasdaq: CRUS) has named Catherine Lego to the company’s board of directors. Lego has extensive board governance experience and knowledge of the electronics and semiconductor industries and currently serves on the board of directors of Guidewire Software, Inc., Lam Research Corp., and IPG Photonics Corp. During the past five years, Lego has also served on the boards of Cypress Semiconductor Corp., Fairchild Semiconductor and SanDisk Corp.

“We are extremely pleased to welcome Cathy to the Cirrus Logic Board of Directors,” said Jason Rhode, chief executive officer, Cirrus Logic. “She brings a wide range of knowledge and expertise within the semiconductor industry, including financial, business development and corporate governance, and we look forward to her valuable insight and guidance as a member of the Cirrus Logic team.”

Lego received a Bachelor of Arts degree in economics and biology from Williams College and a Masters of Science degree in accounting from the New York University Stern School of Business. In 2015, she was awarded the National Association of Corporate Directors (NACD) Directorship 100^®^ for her board service.

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.

Cirrus Logic, Cirrus, the Cirrus Logic logo design are registered trademarks of Cirrus Logic, Inc. © 2020 Cirrus Logic, Inc. All rights reserved.

Contacts

Bill Schnell

        Cirrus Logic, Inc. 

        \(512\) 851-4084 

        bill.schnell@cirrus.com

Angie Hatfield

        Strategic Communications, Inc. 

        \(425\) 941-2895 

        ahatfield@strategiccom.biz