Cirrus Logic, Inc 8-K, filed Jul 31, 2023
Cirrus Logic, Inc. (CRUS)
8-K
2023-07-31
For: 2023-07-28
View Original
Added on
April 08, 2026
About this 8-K
Cirrus Logic, Inc filed this 8-K on July 31, 2023, reporting on events of July 28, 2023.
Items reported
- Item 5.07: Shareholder vote results
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 28, 2023
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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).
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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 28, 2023. At the Annual Meeting, the Company’s stockholders voted on the following proposals described in detail in the Company’s Proxy Statement, dated June 1, 2023. 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 | |||||||||||||||||
| Alexander M. Davern | 41,903,426 | 4,209,676 | 3,673,372 | |||||||||||||||||
| Timothy R. Dehne | 44,748,536 | 1,364,566 | 3,673,372 | |||||||||||||||||
| John M. Forsyth | 45,983,121 | 129,981 | 3,673,372 | |||||||||||||||||
| Deirdre R. Hanford | 45,651,190 | 461,912 | 3,673,372 | |||||||||||||||||
| Raghib Hussain | 45,914,720 | 198,382 | 3,673,372 | |||||||||||||||||
| Duy-Loan T. Le | 39,523,263 | 6,589,839 | 3,673,372 | |||||||||||||||||
| Catherine P. Lego | 40,233,152 | 5,879,950 | 3,673,372 | |||||||||||||||||
| David J. Tupman | 45,413,755 | 699,347 | 3,673,372 | |||||||||||||||||
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 30, 2024.
Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||||||||
| 47,944,779 | 1,785,803 | 55,892 | ||||||||||||||||||
Proposal Three: Advisory vote to approve executive compensation.
Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||||||||
| 44,592,684 | 1,446,805 | 73,613 | 3,673,372 | |||||||||||||||||
Proposal Four:
Proposal Four: Advisory vote on the frequency of future advisory votes to approve executive compensation.
One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| 44,314,387 | 24,556 | 1,737,181 | 36,978 | 3,673,372 | ||||||||||||||||||||||
A majority of the shares cast were in favor of holding an annual non-binding, advisory vote to approve executive compensation. Based on this result, and as recommended by the Company's Board of Directors, the Company has determined that an advisory vote on executive compensation will be submitted to stockholders on an annual basis until (a) the next required advisory vote on the frequency of stockholder votes on executive compensation or (b) the Board of Directors otherwise determines that a different frequency of such say-on-pay votes is in the best interests of the Company.
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: | July 31, 2023 | By: | /s/ Gregory S. Thomas | ||||||||||||||
| Name: | Gregory S. Thomas | ||||||||||||||||
| Title: | Senior Vice President, General Counsel, Corporate Secretary | ||||||||||||||||