SEC Form DEFA14A filed by Qorvo Inc.

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 Report (Date of earliest event reported): April 12, 2025

Qorvo, Inc.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (336) 664-1233

(Former Name or Former Address, if Changed Since Last Report)

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:

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. ☐

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 12, 2025, upon the recommendation of the Governance and Nominating Committee of the Board of Directors (the “Board”) of Qorvo, Inc. (the “Company”), the Board increased the size of the Board to 9 members and appointed Richard L. Clemmer and Chris Koopmans to the Board, effective immediately. Each of Messrs. Clemmer and Koopmans will serve until the Company’s 2025 annual meeting of stockholders and until such person’s successors are duly elected and qualified, or until such person’s earlier death, resignation or removal.

In connection with such person’s election as a non-employee director, each of Messrs. Clemmer and Koopmans will receive a pro rata portion of the $95,000 annual cash retainer for service as a director for the remaining portion of the current term of the Company’s directors. Also, each of Messrs. Clemmer and Koopmans will receive an equity award equivalent to a pro rata portion of the $225,000 annual award of restricted stock units (“RSUs”) that the Company provides to its non-employee directors. These RSUs will fully vest on August 13, 2025 and are subject to accelerated vesting in certain circumstances.

In addition, it is expected that each of Messrs. Clemmer and Koopmans will enter into the Company’s standard form of indemnification agreement. The form of indemnification agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on January 5, 2015, and is incorporated herein by reference. The committees of the Board to which Messrs. Clemmer and Koopmans would be named have not yet been determined as of the date hereof.

There are no arrangements or understandings between each of Messrs. Clemmer and Koopmans and any other persons pursuant to which such person was elected as a member of the Board. Neither Mr. Clemmer nor Mr. Koopmans have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

On April 12, 2025, David H. Y. Ho, a member of the Board, notified the Company of his decision to resign from the Board. At the time of Mr. Ho’s resignation, he was also a member of the compensation committee and the corporate development committee of the Board. Mr. Ho has advised the Company that his decision to resign from the Board is to address other professional commitments and is not due to any disagreement with the Company on any matter relating to Company operations, policies or practices.

ITEM 8.01. Other Events.

The Company issued a press release announcing the changes to the Board, the election of Messrs. Clemmer and Koopmans, and resignation of Mr. Ho. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

IMPORTANT ADDITIONAL INFORMATION REGARDING PROXY SOLICITATION:

The Company intends to file a proxy statement and accompanying WHITE proxy card with the SEC in connection with the Company’s 2025 Annual Meeting of Stockholders (the “Proxy Statement” and such meeting the “2025 Annual Meeting”) and its solicitation of proxies for the Company’s director nominees and for other matters to be voted on. The Company may also file other relevant documents regarding its solicitation of proxies for the 2025 Annual Meeting. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY AMENDMENTS AND SUPPLEMENTS THERETO AND ACCOMPANYING WHITE PROXY CARD AND ANY OTHER RELEVANT SOLICITATION MATERIALS WHEN THEY ARE FILED BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The Company’s stockholders may obtain the proxy statement, any amendments or supplements to the proxy statement and other documents as and when filed by Company with the SEC without charge from the SEC’s website at www.sec.gov. Copies of the documents filed by Company with the SEC also may be obtained, without charge, by directing a request to Qorvo, Inc., Attention: Corporate Secretary, 7628 Thorndike Road, Greensboro, North Carolina 27409; telephone (336) 664-1233, or from the Company’s website at www.qorvo.com.

Participants in the Solicitation

The Company, its directors and certain of its executive officers may be deemed to be participants in connection with the solicitation of proxies from the Company’s stockholders in connection with the matters to be considered at the 2025 Annual Meeting. Information regarding the names of the Company’s directors and executive officers and their respective interests in the Company by security holdings or otherwise is set forth in the Company’s proxy statement for the 2024 Annual Meeting of stockholders, filed with the SEC on June 28, 2024 (the “2024 Proxy Statement”), including under the headings “Proposal 1: Election of Directors,” “Corporate Governance,” “Compensation Committee Interlocks and Insider Participation,” “Executive Officers,” “Proposal 2: Approval of the Compensation of Our Named Officers,” “Executive Compensation,” “Pay Versus Performance,” “Compensation of Directors,” “Equity Compensation Plan Information,” “Security Ownership of Certain Beneficial Owners and Management,” and “Related Person Transactions.” To the extent holdings of such participants in the Company’s securities have changed since the amounts described in the 2024 Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, including: Form 4s filed by Robert A. Bruggeworth on August 6, 2024, August 12, 2024, August 14, 2024, August 16, 2024 and November 12, 2024; Form 4s filed by Grant A. Brown on August 6, 2024, August 12, 2024, August 14, 2024, August 16, 2024 and November 12, 2024; Form 4s filed by Philip J. Chesley on August 6, 2024, August 14, 2024, August 16, 2024, November 12, 2024, November 18, 2024 and December 6, 2024; Form 4s filed by Steven E. Creviston on August 6, 2024, August 12, 2024, August 14, 2024, August 16, 2024 and November 12, 2024; Form 4s filed by Paul J. Fego on August 6, 2024, August 12, 2024, August 14, 2024, August 16, 2024, August 21, 2024, September 4, 2024, and November 12, 2024; Form 4s filed by Gina B. Harrison on July 9, 2024, August 6, 2024, August 12, 2024, August 14, 2024, September 9, 2024 and November 12, 2024; Form 4s filed by Frank P. Stewart on August 6, 2024, August 12, 2024, August 14, 2024 and November 12, 2024; Form 4 filed by Judy Bruner on August 14, 2024; Form 4 filed by John R. Harding on August 14, 2024; Form 4s filed by Roderick D. Nelson on August 14, 2024 and August 28, 2024; Form 4 filed by Walden C. Rhines on August 14, 2024; Form 4 filed by Susan L. Spradley on August 14, 2024; Form 3 filed by Alan S. Lowe on November 13, 2024 and Form 4 filed by Alan S. Lowe on November 13, 2024. Additional information can also be found in the Company’s Annual Report on Form 10-K for the year ended March 30, 2023, filed with the SEC on May 20, 2024, the Company’s Quarterly Reports on Form 10-Q for the quarters ended June 29, 2024, September 28, 2024 and December 28, 2024, filed with the SEC on July 31, 2024, October 30, 2024 and January 29, 2025, and certain of the Company’s Current Reports on Form 8-K, filed with the SEC on August 15, 2024, November 12, 2024 and January 10, 2025. More detailed and updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement to be filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

ITEM 9.01. Financial Statements and Exhibits

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.