8-K/A - SYNA - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________________________

FORM 8-K/A

________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 28, 2025

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SYNAPTICS INCORPORATED

(Exact name of Registrant as Specified in Its Charter)

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Delaware	000-49602	77-0118518
(State or Other Jurisdiction<br><br>of Incorporation)	(Commission File Number)	(IRS Employer<br><br>Identification No.)
1109 McKay Drive
San Jose, California		95131
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 408 904-1100

_______________________________________________________

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:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	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<br><br>Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	SYNA	NASDAQ Global Select Market

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 o

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. o

EXPLANATORY NOTE

As previously disclosed on the Current Report on Form 8-K filed by Synaptics Incorporated (the "Company”) with the Securities and Exchange Commission on February 3, 2025 (the "Original 8-K”), Michael Hurlston resigned from his position as President and Chief Executive Officer and as a member of the board of directors (the "Board") of the Company, effective as of February 3, 2025 (the "Effective Date"), and the Board appointed Ken Rizvi, the Company’s Chief Financial Officer, as the interim Chief Executive Officer and principal executive officer, and Nelson Chan, the Chairman of the Board, as the interim Executive Chairman, each effective as of such Effective Date. The Original 8-K disclosed that there were no new compensation arrangements in place in connection at the time of Messrs. Rizvi’s and Chan's respective appointments. This Current Report on Form 8-K/A is being filed to provide compensation information to supplement the disclosure contained in Item 5.02 of the Original 8-K and to file the exhibits included as Exhibits 10.1 and 10.2 hereto. Except as disclosed below, the disclosures in the Original 8-K remain unchanged.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 10, 2025, upon the recommendation of the Board's Compensation Committee (the "Committee) and approval by the Board, and based on market benchmark data and analyses from the Committee's independent compensation consultant, the Company and Messrs. Rizvi and Chan each entered into a letter agreement (each, a "Letter Agreement") providing for incremental cash compensation related to their respective interim roles (each, a "Interim Cash Compensation Adjustment"). Mr. Rizvi's Letter Agreement provides that he is to serve as the Interim CEO from the Effective Date through the date on which a new chief executive officer (the "New CEO") is appointed by the Board (the "Interim Period"), and that in consideration of such service, he will receive an increase in base salary of $240,000 per annum (or $20,000 per month) and an increase of 55% over his current target bonus,1 (each pro-rated for partial year/month), subject to withholding as required by applicable law. Mr. Rizvi's base salary and target bonus prior to the Interim Cash Compensation Adjustment as reflected in his Offer Letter, filed as Exhibit 10.10 to the Company's Annual Report on Form 10-K for the fiscal year ended June 29, 2024. Pursuant to his Letter Agreement, Mr. Chan will receive for his service an Interim Cash Compensation Adjustment equal to $40,000 per month (pro-rated for any partial month), subject to any required withholding.

Mr. Rizvi will receive his Interim Cash Compensation Adjustment for the period of time which is the greater of six (6) months from the Effective Date or the expiration of the Interim Period, and Mr. Chan will receive his Interim Cash Compensation Adjustment from the Effective Date through the expiration of the Interim Period, to assist with an orderly transition of their respective roles and responsibilities to the New CEO. Mr. Chan will not serve on any committees of the Board nor receive any associated committee fees while serving as Interim Chair, but will remain as Board Chair and receive his normal fees in connection with his Chair role as well as his service as a director.

The preceding description of each Letter Agreement is a summary of the material terms, does not purport to be complete, and is qualified in its entirety by the full text of each Letter Agreement, copies of which are filed as Exhibits 10.1 and 10.2 with this Current Report on Form 8-K/A and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibits

Exhibit Number	Description
10.1	Letter Agreement between Synaptics Incorporated and Ken Rizvi, dated March 10, 2025
10.2	Letter Agreement between Synaptics Incorporated and Nelson Chan, dated March 10, 2025
104	Cover page interactive data file (embedded within the inline XBRL document).

SIGNATURES

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

			SYNAPTICS INCORPORATED
Date:	March 14, 2025	By:	/s/ Lisa Bodensteiner
			Lisa Bodensteiner<br>Senior Vice President, Chief Legal Officer and Secretary

Document

Synaptics Incorporated

1109 McKay Drive P: 408-904-1100

San Jose, CA. 95131 F: 408-904-1110

www.synaptics.com

Letter to Ken Rizvi

March 10, 2025

ELECTRONIC DELIVERY

Ken Rizvi, Interim CEO & CFO

Synaptics Incorporated

1109 McKay Drive

San Jose, CA 95131

Re:         Cash Compensatory Arrangement for Service as Interim Chief Executive Officer

Dear Ken,

On behalf of the Board of Directors (the “Board”) of Synaptics Incorporated (the “Company”), I am pleased to present you with this letter (“Letter”) setting forth the terms and conditions of your appointment as the Company’s Interim Chief Executive Officer (the “Interim CEO”), including the cash compensation to be paid to you, while continuing your service as the Chief Financial Officer as well. As discussed, you commenced serving as the Interim CEO on February 3, 2025 (the “Effective Date”) and will remain in such role until such time as a new Chief Executive Officer (the “New CEO”) is appointed by the Board (the “Transition Date” and the period from the Effective Date to the Transition Date being, the “Interim Period”) or such earlier date as determined by either you or the Board. During the Interim Period, you will report directly to the Board (or to its designee, Nelson Chan, as Executive Chairman, as the Board may determine from time to time) and will have duties and responsibilities typically associated with such title. You agree to observe and comply with all rules, regulations, policies and procedures applicable to the Company and its executives during the Interim Period. For the avoidance of doubt, nothing in this Letter affects your continued service as the Chief Financial Officer of the Company, which will continue until such time as you resign or are otherwise removed by the Company or the Board.

The incremental cash compensation to be paid to you for service as Interim CEO and as Chief Financial Officer shall be as follows (collectively, the “Interim Cash Compensation Adjustment”): (i) an increase of $240,000 per annum (or $20,000 per month) over your current base salary, which will be paid in accordance with the Company’s normal payroll practices; and (ii) an increase of 55% over your current target bonus, with both (i) and (ii) pro-rated for partial year and subject to withholdings as required by applicable law. The foregoing Interim Cash Compensation Adjustment amount shall be paid to you for the period of time which is the greater of six (6) months from the Effective Date or the expiration of the Interim Period.

From and after the Transition Date, you agree to actively assist with the transition of your duties and responsibilities as the Interim CEO to the New CEO. For the avoidance of doubt, you acknowledge that you shall not be eligible to any additional compensation for such transition services, except that you will again be entitled to receive your normal base salary and target bonus (both pro-rated for partial year) that was in effect immediately preceding the Effective Date in connection with your continued service as the Chief Financial Officer of the Company.

This Letter forms the complete and exclusive statement of your Interim Cash Compensation Adjustment in connection with your appointment as Interim CEO during the Interim Period. This Letter supersedes any other representations or promises made to you by anyone, whether oral or written, and it can only be modified in a written Letter signed by you and a properly authorized officer of the Company (with the prior approval of the Board).

This Letter and your employment will be governed in all respects by the laws of the State of California without regard to principles of conflicts of law.

IN WITNESS WHEREOF, the undersigned parties have executed this Letter as of the date first written above.

SYNAPTICS INCORPORATED
By:	/s/ Susan Hardman
	Name: Susan Hardman
	Title: Compensation Committee Chair<br><br>and Board Member
AGREED AND ACCEPTED:
---

/s/ Ken Rizvi

_____________________________

Name: Ken Rizvi

Title: Interim CEO & CFO

Document

Synaptics Incorporated

1109 McKay Drive P: 408-904-1100

San Jose, CA. 95131 F: 408-904-1110

www.synaptics.com

Letter to Nelson

March 10, 2025

ELECTRONIC DELIVERY

Nelson Chan, Executive Chairman & Board Chair

Synaptics Incorporated

1109 McKay Drive

San Jose, CA 95131

Re:         Cash Compensatory Arrangement for Service as Interim Executive Chairman

Dear Nelson,

On behalf of the Board of Directors (the “Board”) of Synaptics Incorporated (the “Company”), I am pleased to present you with this letter (“Letter”) setting forth the terms and conditions of your appointment as the Company’s Interim Executive Chairman (“Interim Executive Chair”), including the cash compensation to be paid to you, while continuing your service as the Chairman of the Board as well. As discussed, you commenced serving as the Interim Executive Chair on February 3, 2025 (the “Effective Date”) and will remain in such role for six (6) months following the date a new Chief Executive Officer (the “New CEO”) is appointed by the Board to actively assist with any transition of your duties and responsibilities as the Interim Executive Chair to the New CEO (the “Interim Period”) or such earlier date as determined by either you or the Board. During the Interim Period, you will report directly to the Board and will have duties and responsibilities typically associated with such title. For the avoidance of doubt, nothing in this Letter affects your continued service as the Chair of the Board, which will continue until such time as you resign or are otherwise removed by the Company or its stockholders.

The cash compensation to be paid to you for service as Interim Executive Chair during the Interim Period shall be $40,000 per month (pro-rated for any partial month) (the “Interim Cash Compensation Amount”), which may be subject to withholdings as required by applicable law. The foregoing Interim Cash Compensation Amount shall be payable to you from the Effective Date through the expiration of the Interim Period (or your or the Board’s election to terminate the Interim Executive Chair position, whichever occurs earlier).

During the Interim Period, in addition to serving as Interim Executive Chair, you shall continue to serve as a director (and Chair of the Board) and you shall continue to receive your normal fees in connection with your service as a member (and Chair) of the Board. However, during the Interim Period in which you serve as the Interim Executive Chair, you shall not serve on any committees of the Board that require all members to be independent under the applicable rules of the Securities and Exchange Commission and NASDAQ Listing Standards and Rules (collectively, the “Applicable Rules”), nor shall you receive any compensation as a result of stepping down from service on such committees. Following the termination of your role as Interim Executive Chair, you will again be entitled to serve on any committees of the Board and receive your normal fees in connection therewith, subject to the satisfaction of independence tests under Applicable Rules.

This Letter forms the complete and exclusive statement of your Interim Cash Compensation Amount in connection with your appointment as Interim Executive Chair during the Interim Period. This Letter supersedes any other representations or promises made to you by anyone, whether oral or written, and it can only be modified in a written Letter signed by you and an authorized member of the Board.

This Letter will be governed in all respects by the laws of the State of California without regard to principles of conflicts of law.

IN WITNESS WHEREOF, the undersigned parties have executed this Letter as of the date first written above.

	Synaptics Incorporated
	By:	/s/ Susan Hardman
		Name: Susan Hardman
		Title: Compensation Committee<br><br>and Board Member
AGREED AND ACCEPTED:

/s/ Nelson Chan

____________________________

Name: Nelson Chan

Title: Interim Executive Chairman

and Chairman of the Board