Wolfspeed Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$WOLF
Semiconductors
Technology
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): November 19, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(919 ) 407-5300
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N/A
(Former name or former address, if changed since last report)
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Securities registered pursuant to Section 12(b) of the Act:
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
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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 | ||||
Werner Offer Letter
As previously reported, on November 15, 2024, the Board of Directors (the “Board”) of Wolfspeed, Inc. (the “Company”) appointed Thomas H. Werner as Executive Chair effective as of November 18, 2024. On November 19, 2024, the Company and Thomas H. Werner entered into an offer letter relating to his employment as Executive Chair of the Company, effective as of November 18, 2024 (the “Offer Letter”).
During the term of his employment as Executive Chair pursuant to the Offer Letter, the Company will pay Mr. Werner a base salary at a rate of $150,000 per month, paid in installments in accordance with the Company’s regular payroll schedule. In addition, the Company will grant Mr. Werner restricted stock units (“RSUs”) on the last business day of each month during the term of his employment under the Offer Letter with a value equal to $225,000 for each month of service (or a prorated portion thereof for each partial month of service) as Executive Chair, with the actual number of shares underlying the RSUs based on the 30 trading-day average of the Company’s closing price up to and including the grant date. Each RSU grant will vest on the one year anniversary of the grant date, provided that Mr. Werner remains in continuous service with the Company, including continuing service as a director following the conclusion of his service as Executive Chair, through each applicable vesting date. The RSU grants will commence with a grant on December 31, 2024, which will include a grant for his service as Executive Chair during part of November and all of December 2024. The RSUs will be governed by the terms of the Company’s 2023 Long-Term Incentive Compensation Plan.
Mr. Werner’s employment is at will, meaning that either he or the Company may terminate his employment at any time and for any reason. Mr. Werner will enter into the Company’s standard confidentiality agreement.
The description of the Offer Letter is qualified in its entirety by the terms of the Offer Letter, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits | ||||
(d) Exhibits
| Exhibit No. | Description of Exhibit | ||||||||||
| 10.1 | |||||||||||
| 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.
| WOLFSPEED, INC. | |||||||||||
| By: | /s/ Bradley D. Kohn | ||||||||||
| Bradley D. Kohn | |||||||||||
| Senior Vice President and General Counsel | |||||||||||
Date: November 21, 2024