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(Address of principal executive offices, including zip code)
(i503) i268-8000
(Registrant's telephone number, including area code)
(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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
Name of each exchange on which registered
iCommon Stock, $.01 par value
iLSCC
iNASDAQ Global Select Market
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 i☐
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 September 11, 2022, the Board of Directors (the "Board") of Lattice Semiconductor Corporation (the "Company") increased the authorized number of directors on the Board from six to seven and appointed Raejeanne Skillern, age 51, to the Board and the Compensation Committee of the Board (the “Compensation Committee”), effective September 14, 2022.
In connection with Ms. Skillern’s service as a director, she will be entitled to the Company's customary compensatory arrangement for outside directors, including an annual retainer of $55,000 for Board service and an annual retainer of $10,000 for service on the Compensation Committee. In addition, Ms. Skillern will be granted a restricted stock unit (“RSU”) award with a fair market value of $180,000 on the date of grant, prorated to reflect her days of service on the Board from the date of appointment to the date of the Company’s next annual meeting, pursuant to the terms of the Company's 2011 Non-Employee Director Equity Incentive Plan (the “Award”). The RSUs subject to the Award will
vest on the anniversary of the 2022 annual meeting of stockholders of the Company, subject to Ms. Skillern’s continued service to the Company at such time. In addition, Ms. Skillern will enter into the Company’s standard form of indemnification agreement.
There are no arrangements or understandings between Ms. Skillern and any other person pursuant to which Ms. Skillern was selected as a director. In addition, there are no transactions in which Ms. Skillern has an interest that would require disclosure under Item 404(a) of Regulation S-K. Ms. Skillern does not have any family relationships with any of the Company’s directors or executive officers.
A copy of the press release related to Ms. Skillern’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being furnished herewith:
Cover Page Interactive Data File (formatted as Inline XBRL).
2
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.
