Wolfspeed Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, 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): December 5, 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
Registrant’s telephone number, including area code
N/A
(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:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
| | ||||||||
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 ☐
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 5.07 | Submission of Matters to a Vote of Security Holders | ||||
Wolfspeed, Inc. (the “Company”) held its Annual Meeting of Shareholders on December 5, 2024 (the “Annual Meeting”). The shareholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 17, 2024, as supplemented by the proxy supplement filed with the Securities and Exchange Commission on November 20, 2024.
Proposal No. 1: Election of nine nominees to serve as directors.1 The votes were cast as follows:
| Name | Votes For | Votes Withheld | ||||||||||||
| Glenda M. Dorchak | 71,703,924 | 4,150,673 | ||||||||||||
| John C. Hodge | 67,810,060 | 8,044,537 | ||||||||||||
| Darren R. Jackson | 73,371,983 | 2,482,614 | ||||||||||||
| Duy-Loan T. Le | 71,733,089 | 4,121,508 | ||||||||||||
| Marvin A. Riley | 73,037,226 | 2,817,371 | ||||||||||||
| Thomas J. Seifert | 72,596,925 | 3,257,672 | ||||||||||||
| Stacy J. Smith | 65,038,785 | 10,815,812 | ||||||||||||
| Thomas H. Werner | 62,325,972 | 13,528,625 | ||||||||||||
| George H. “Woody” Young III | 75,067,885 | 786,712 | ||||||||||||
1 As previously disclosed, Gregg A. Lowe was previously nominated for election as a director at the Annual Meeting but withdrew himself as a nominee in connection with his departure as the Company’s President and Chief Executive Officer and as a director, effective November 18, 2024. The Company’s Board of Directors did not nominate a substitute director nominee for election at the Annual Meeting and, accordingly, all shares represented at the Annual Meeting by valid proxies that were voted in favor of Mr. Lowe were disregarded.
Broker Non-Votes: 19,215,476
All nominees were elected.
Proposal No. 2: Ratification of the appointment of PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending June 29, 2025. The votes were cast as follows:
| Votes For | Votes Against | Abstained | ||||||||||||||||||
| Ratification of PricewaterhouseCoopers LLP appointment | 94,186,305 | 621,350 | 262,418 | |||||||||||||||||
Proposal No. 2 was approved.
Proposal No. 3: Advisory (nonbinding) vote to approve executive compensation. The votes were cast as follows:
| Votes For | Votes Against | Abstained | ||||||||||||||||||
| Advisory (nonbinding) vote to approve executive compensation | 52,860,456 | 22,781,407 | 212,734 | |||||||||||||||||
Broker Non-Votes: 19,215,476
Proposal No. 3 was approved.
| Item 9.01 | Financial Statements and Exhibits | ||||
(d) Exhibits
| Exhibit No. | Description of Exhibit | ||||||||||
| 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: December 6, 2024