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
December 22, 2016
(Date of earliest event reported)
Qorvo, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-36801 | 46-5288992 |
(State or Other Jurisdiction | (Commission File | (I.R.S. Employer |
of Incorporation) | Number) | Identification No.) |
7628 Thorndike Road, Greensboro, North Carolina 27409-9421
(Address of principal executive offices)
(Zip Code)
(336) 664-1233
(Registrant’s telephone number, including area code)
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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 22, 2016, Qorvo, Inc. (the “Company”) announced the election of Susan L. Spradley to the Board of Directors of the Company (the “Board”), effective January 1, 2017. Ms. Spradley will serve until the Company’s 2017 annual meeting of stockholders and until her successor is duly elected and qualified, or until her earlier death, resignation or removal. Ms. Spradley has also been concurrently appointed to the Governance and Nominating Committee of the Board.
In connection with her election as a non-employee director, Ms. Spradley will receive a pro rata portion of the $80,000 annual retainer for service as a director for the remaining portion of the current term of the Company’s directors. Also, Ms. Spradley will receive an award equivalent to a pro rata portion of the annual $190,000 of restricted stock units (“RSUs”) that the Company provides to its non-employee directors. These RSUs will fully vest on the date of the Company’s first annual meeting of stockholders following the grant and are subject to accelerated vesting in certain circumstances.
In addition, it is expected that Ms. Spradley will enter into the Company’s standard form of indemnification agreement. The form of indemnification agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on January 5, 2015, and is incorporated herein by reference.
There are no arrangements or understandings between Ms. Spradley and any other persons pursuant to which she was elected as a member of the Board. Ms. Spradley has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 8.01. Other Events.
On December 22, 2016, the Company issued a press release announcing Ms. Spradley’s election to the Board. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated December 22, 2016
SIGNATURE
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 hereunto duly authorized.
Qorvo, Inc. | ||
By:/s/ Mark J. Murphy | ||
Mark J. Murphy | ||
Chief Financial Officer | ||
Date: December 22, 2016 | ||
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release, dated December 22, 2016
At Qorvo® | At the Financial Relations Board | ||
Doug DeLieto | Joe Calabrese | ||
VP, Investor Relations | Vice President | ||
336-678-7088 | 212-827-3772 | ||
FOR IMMEDIATE RELEASE
December 22, 2016
QORVO® APPOINTS SUE SPRADLEY TO ITS BOARD OF DIRECTORS
Greensboro, NC, December 22, 2016 --Qorvo® (NASDAQ:QRVO), a leading provider of innovative RF solutions that connect the world, today announced the election of Susan L. Spradley to its Board of Directors, effective January 1, 2017. Ms. Spradley will also join the Board’s governance and nominating committee.
Ms. Spradley has substantial senior management experience in the communications industry, most recently as Executive Vice President and General Manager—Network and Service Enablement for Viavi Solutions (formerly JDS Uniphase). Previously, she served in a variety of leadership positions with global telecommunications companies, including Nokia Siemens Networks and Nortel, and was a member of the board of directors of EXFO Inc. (NASDAQ: EXFO), a provider of test and service assurance solutions for communications network operators and OEMs.
Bob Bruggeworth, president and chief executive officer of Qorvo, said, “I am delighted that Sue will be joining our Board of Directors. She brings broad operating experience in sales, product portfolio management and R&D for multiple global communications-related companies, and we look forward to her insights and contributions to our Board.”
“Qorvo is recognized globally for advancing innovation and functional integration in the increasingly complex market for RF solutions,” said Ms. Spradley. “I am excited to join Qorvo’s Board, and I look forward to working with Bob and my fellow directors in driving Qorvo’s growth strategy to create long-term value for its shareholders.”
About Qorvo
Qorvo (NASDAQ: QRVO) makes a better world possible by providing innovative RF solutions at the center of connectivity. We combine product and technology leadership, systems-level expertise and global manufacturing scale to quickly solve our customers' most complex technical challenges. Qorvo serves diverse high-growth segments of large global markets, including advanced wireless devices, wired and wireless networks and defense radar and communications. We also leverage our unique competitive strengths to advance 5G networks, cloud computing, the Internet of Things, and other emerging applications that expand the global framework interconnecting people, places and things. Visit www.qorvo.com to learn how Qorvo connects the world.