Document
false0001604778 0001604778 2019-08-06 2019-08-06


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

August 6, 2019
(Date of earliest event reported)
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Qorvo, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-36801
46-5288992
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer 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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, $0.0001 par value
 
QRVO
 
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. 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