Allegro MicroSystems Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 31, 2025, at the recommendation of the Nominating and Governance Committee (“NGC”) of the Board of Directors (the “Board”) of Allegro MicroSystems, Inc. (the “Company”) and in accordance with the Second Amended and Restated Stockholders Agreement, dated as of July 23, 2024, by and among the Company and Sanken Electric Co., Ltd. (the “Stockholders Agreement”), the Board took the following actions, each of which was effective January 31, 2025: (i) elected Krishna G. Palepu to the Board as a Class II Director, to serve until the Company’s 2025 annual meeting of shareholders and until his successor is duly elected and qualified, and (ii) appointed Dr. Palepu to serve as Chairperson and member of the NGC and as a member of the Board’s Strategy Committee (the “Strategy Committee”).
The Board has determined that Dr. Palepu qualifies as an independent director pursuant to Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules of The Nasdaq Stock Market.
Dr. Palepu was elected to the Board to fill a vacancy on the Board, in accordance with the terms of Section 2(c) of the Stockholders Agreement and upon the recommendation of the NGC.
In connection with his appointment, the Company entered into an indemnification agreement with Dr. Palepu providing for the indemnification of and advancement of expenses permitted by Delaware law for claims, suits or proceedings arising out of a director’s service to the Company.
Dr. Palepu will receive the same fees for his service as the Company’s other eligible directors, members of the Strategy Committee and as Chairperson of the NGC, which fees were disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 26, 2024. Annual cash compensation and restricted stock awards will be pro-rated from the date of Dr. Palepu’s election to the Board.
Item 7.01 Regulation FD Disclosure.
A copy of the Company’s press release announcing the election of Dr. Palepu to the Board is attached hereto as Exhibit 99.1.
The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
Exhibit 99.1 |
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Press Release issued by Allegro MicroSystems, Inc. on February 3, 2025 |
Exhibit 104 |
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
SIGNATURES
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.
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ALLEGRO MICROSYSTEMS, INC. |
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Date: February 3, 2025 |
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By: |
/s/ Sharon S. Briansky |
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Sharon S. Briansky |
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Senior Vice President, General Counsel and Secretary |