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 earliest event reported)
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
(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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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. o
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 6, 2019, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Qorvo, Inc. (the “Company”) approved awards of service-based restricted stock units (“Awards”) for fiscal year 2020 in accordance with the Qorvo, Inc. 2012 Stock Incentive Plan, as amended (the “2012 Plan”), to each of the Company’s named executive officers in the amounts shown in the table below. The Awards are expected to vest over a four-year period, with 25% vesting on each anniversary of the Award date. The fair market value for each share of restricted stock underlying each Award was established by the Committee in accordance with the 2012 Plan at $68.15 per share, which was the closing price of the Company’s common stock as reported on the Nasdaq Global Select Market on August 5, 2019. On August 6, 2019, the Committee also increased, effective as of March 31, 2019, Mr. Fego’s target short-term incentive award opportunity under the Company’s Short-Term Incentive Plan to 90% of his base salary.
Name | Service-Based Restricted Stock Units | |
Robert A. Bruggeworth | 35,216 | |
President and Chief Executive Officer | ||
Mark J. Murphy | 9,685 | |
Chief Financial Officer | ||
Steven E. Creviston | 11,739 | |
Corporate Vice President and | ||
President of Mobile Products | ||
James L. Klein | 8,804 | |
Corporate Vice President and | ||
President of Infrastructure and Defense Products | ||
Paul J. Fego | 13,206 | |
Corporate Vice President of Global Operations | ||
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on August 6, 2019. The stockholders of the Company (i) elected each of the director nominees, (ii) approved, on an advisory basis, the compensation of the Company's named executive officers, and (iii) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending March 28, 2020.
The final voting results with respect to each of the three proposals are set forth below.
Proposal 1. To elect the nine directors named in the Company's proxy statement to serve a one-year term and until their respective successors are duly elected and qualified or until their earlier death, resignation or removal.
Nominee | Voted For | Withheld | Broker Non-Votes | |||
Ralph G. Quinsey | 97,908,969 | 1,357,579 | 11,151,964 | |||
Robert A. Bruggeworth | 98,151,779 | 1,114,769 | 11,151,964 | |||
Jeffery R. Gardner | 88,566,356 | 10,700,192 | 11,151,964 | |||
John R. Harding | 98,139,264 | 1,127,284 | 11,151,964 | |||
David H. Y. Ho | 97,935,383 | 1,331,165 | 11,151,964 | |||
Roderick D. Nelson | 98,192,195 | 1,074,353 | 11,151,964 | |||
Dr. Walden C. Rhines | 95,528,944 | 3,737,604 | 11,151,964 | |||
Susan L. Spradley | 95,993,752 | 3,272,796 | 11,151,964 | |||
Walter H. Wilkinson, Jr. | 85,015,906 | 14,250,642 | 11,151,964 | |||
Proposal 2. To approve, on an advisory basis, the compensation of the Company's named executive officers.
For | Against | Abstain | Broker Non-Votes | |||
94,141,442 | 4,978,775 | 146,331 | 11,151,964 | |||
Proposal 3. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending March 28, 2020.
For | Against | Abstain | ||
110,093,440 | 224,907 | 100,165 | ||
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: August 12, 2019