crus-20210929

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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


			CIRRUS LOGIC, INC.
(Exact name of Registrant as specified in its charter)

Delaware

77-0024818

(State or Other Jurisdiction of
Incorporation or Organization)

(IRS Employer
Identification No.)

800 W. 6th Street

Austin,

78701

(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(b) 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 5.02 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.

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

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:

October 1, 2021

By:

/s/ Thurman K. Case

Name:

Thurman K. Case

Title:

Chief Financial Officer