rfmd-20220826

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 26, 2022

(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 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 26, 2022, the Board of Directors (the “Board”) of Qorvo, Inc. (the “Company”) appointed Grant A. Brown as Chief Financial Officer of the Company, effective August 29, 2022. Mr. Brown, age 45, has served as the Company’s Interim Chief Financial Officer since April 18, 2022, and as the Company’s Vice President of Treasury since October 2018. His prior roles with the Company included Director, Strategic Marketing, from January 2015 to January 2016, Business Unit Controller, from January 2016 to September 2016 and Director, and Corporate Financial Planning & Analysis, from September 2016 to July 2017. He served as a financial business consultant at Throughline Consulting from July 2017 to May 2019.

In connection with his appointment as Chief Financial Officer, the Compensation Committee of the Board approved the following compensation elements for Mr. Brown:

•an annual base salary of $550,000;

•a target short-term incentive opportunity of 90% of base salary under the Company’s Short-Term Incentive Plan; and

•an up-front restricted stock unit award with a grant date value of $1,000,000, vesting in September 2025.

Mr. Brown will also enter into the Company’s standard form of Change in Control Agreement, as well as an indemnification agreement, pursuant to which the Company agrees to indemnify its officers to the fullest extent permitted under applicable law and subject to certain conditions to advance expenses in connection with proceedings as described in the indemnification agreement.

Item 7.01. Regulation FD Disclosure.

A copy of the press release announcing the appointment of Mr. Brown as the Company’s Chief Financial Officer is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

	99.1	Press release dated August 30, 2022
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ Robert A. Bruggeworth
						Robert A. Bruggeworth
						Chief Executive Officer

Date: August 30, 2022

Qorvo Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits