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)
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(Address of principal executive offices)
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(336 ) 664-1233
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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).
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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.
Fiscal Year 2024 Performance-Based Restricted Stock Award Targets and Performance Criteria
On May 15, 2023, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Qorvo, Inc. (the “Company”) approved awards of performance-based restricted stock units (“Awards”) in accordance with the Qorvo, Inc. 2022 Stock Incentive Plan (the “2022 Plan”) to each of the Company’s current named executive officers and Grant A. Brown, the Company’s Senior Vice President and Chief Financial Officer. The purpose of these Awards is to link a portion of each officer’s equity compensation to the achievement of key Company initiatives that the Committee believes have a strong potential to impact longer-term stockholder value creation. The fair market value for each share of restricted stock underlying each Award was established by the Committee in accordance with the 2022 Plan at $93.02 per share, which was the closing price of the Company’s common stock as reported on the Nasdaq Global Select Market on May 15, 2023. Each Award, in addition to being subject to customary terms and conditions as set forth in the 2022 Plan and respective Award agreement, is subject to specified performance and service conditions and represents a contingent right to receive an amount of the Company’s common stock at a future date.
Awards will be earned by each officer to the extent the Company achieves at least one of the performance objectives (the “Performance Objectives”) established by the Committee and set forth below. Several of the Performance Objectives contain separate sub-objectives which can be separately met. Each of the Performance Objectives must be satisfied by a specific date (each a “Measurement Date”), ranging from the second quarter of the Company’s current 2024 fiscal year to the second quarter of the Company’s 2025 fiscal year, depending upon the objective.
Each Performance Objective and sub-objective is separately weighted and expressed as a percentage of a target number of common shares. The officer may earn up to 150% of the target number of Awards if all Performance Objectives are met in full. The Performance Objectives include goals in the following categories: securing specific customer design wins; reaching specific R&D-related goals; developing new products for growing markets; implementing operational improvements; completing certain productivity initiatives and IT improvements; and enhancing the Company’s environmental, social and governance (“ESG”) program to support the Company’s ESG-related goals. The shares of restricted stock earned by the officer with respect to a Performance Objective, if any, will vest over a three-year period, with 50% vesting upon certification of the level of achievement by the Committee after the applicable Measurement Date for the applicable Performance Objective and the remaining 50% vesting in equal annual installments over each of the following two years. No shares are issued unless, and then only to the extent that, an Award is both earned and vested.
Subject to satisfaction of the Performance Objectives, each of the following officers will be eligible to receive shares of restricted common stock of the Company up to the maximum number of shares set forth below:
| Name | Maximum Award | |||||||
| (if all Performance Objectives are fully achieved) | ||||||||
| Robert A. Bruggeworth | 101,590 | |||||||
| President and Chief Executive Officer | ||||||||
| Grant A. Brown | 25,156 | |||||||
| Senior Vice President and | ||||||||
| Chief Financial Officer | ||||||||
| Philip J. Chesley | 19,350 | |||||||
| Senior Vice President and | ||||||||
| President of High Performance Analog | ||||||||
| Steven E. Creviston | 22,254 | |||||||
| Senior Vice President and | ||||||||
| President of Connectivity & Sensors | ||||||||
| Paul J. Fego | 23,221 | |||||||
| Senior Vice President of Global Operations | ||||||||
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/ Grant A. Brown | ||||
Grant A. Brown | |||||
Senior Vice President and Chief Financial Officer | |||||
Date: May 19, 2023