Silicon Laboratories Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$SLAB
Semiconductors
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 9, 2024
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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
Severance Agreements
On July 9, 2024, the Compensation Committee of the Board of Directors of Silicon Laboratories Inc. (the “Company”) approved the CEO Severance Agreement in the form attached hereto as Exhibit 10.1 with Matt Johnson and the Executive Severance Agreement in the form attached hereto as Exhibit 10.2 with Dean Butler, Robert Conrad, Brandon Tolany and Mark Mauldin. These agreements replace the CEO Severance Agreement and Executive Severance Agreements previously entered into with such individuals that were scheduled to expire on October 31, 2024. The newly approved agreements are substantially similar to such expiring agreements.
The agreements provide for the following potential payments and benefits upon a Change in Control Termination (as defined in the agreements): (a) 100% of annual base salary (200% in the case of the CEO), (b) 100% of target variable compensation for a full fiscal year (200% in the case of the CEO), (c) any actual earned bonus, commission or other short term cash incentive compensation for the fiscal year preceding the Change in Control Termination to the extent such amount has not already been paid, (d) a pro-rated portion of target variable compensation for the full fiscal year in which the Change in Control Termination occurs, (e) stock options, restricted stock, and restricted stock units shall become fully vested, (f) market stock units and performance stock units shall be vested at the greater of actual performance or 100% of the target value, and (g) a lump sum equal to the pre-tax cost of 12 months of continued COBRA coverage (24 months in the case of the CEO).
The agreements provide for the following potential payments and benefits upon a Non-CIC Termination (as defined in the agreements): (a) 100% of annual base salary, (b) 100% of target variable compensation for a full fiscal year, (c) any actual earned bonus, commission or other short term cash incentive compensation for the fiscal year preceding the Non-CIC Termination to the extent such amount has not already been paid, (d) a pro-rated portion of actual earned bonus for the full fiscal year in which the Non-CIC Termination occurs, (e) restricted stock units that would have vested within 12 months following such termination shall become fully vested, and (f) a lump sum equal to the pre-tax cost of 12 months of continued COBRA coverage.
Each of the agreements is effective until October 31, 2027. The foregoing descriptions are qualified in their entirety by the text of the agreements.
Item 9.01. Financial Statements and Exhibits
(d)Exhibits.
| Exhibit No. | Description | ||||
| 10.1 | |||||
| 10.2 | |||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
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.
| SILICON LABORATORIES INC. | ||||||||
| July 15, 2024 | /s/ Dean Butler | |||||||
| Date | Dean Butler | |||||||
| Senior Vice President and | ||||||||
| Chief Financial Officer | ||||||||