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 31, 2020

Commission File Number 0-17795

	CIRRUS LOGIC, INC.
(Exact name of Registrant as specified in its charter)			Delaware	77-0024818
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(State or Other Jurisdiction of<br>Incorporation or Organization)	(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(g) of the Act:

Title of each class	Trading Symbol	Name
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 31, 2020. At the Annual Meeting, the Company’s stockholders voted on the following proposals described in detail in the Company’s Proxy Statement, dated June 3, 2020. 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	47,233,324	1,002,082	4,938,722
Alexander M. Davern	47,979,954	255,452	4,938,722
Timothy R. Dehne	47,114,384	1,121,022	4,938,722
Deirdre R. Hanford	47,579,483	655,923	4,938,722
Catherine P. Lego	47,904,485	330,921	4,938,722
Jason P. Rhode	47,642,862	592,544	4,938,722
Alan R. Schuele	47,569,605	665,801	4,938,722
David J. Tupman	47,405,457	829,949	4,938,722

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 27, 2021.

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
50,821,144	2,168,653	184,331

Proposal Three: Advisory vote to approve executive compensation.

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
45,850,833	2,167,228	217,345	4,938,722

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

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
43,851,907	4,173,054	210,445	4,938,722

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 4, 2020	By:	/s/ Thurman K. Case
			Name:	Thurman K. Case
			Title:	Vice President, Chief Financial Officer and Principal Accounting Officer