CIRRUS LOGIC, INC. (NASDAQ:CRUS) Files An 8-K Results of Operations and Financial ConditionItem 2.02Results of Operations and Financial Condition.
On August 2, 2017, the Company issued a press release announcing its results for its first quarter fiscal year 2018. The full text of the press release is furnished as Exhibit No. 99.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of Cirrus Logic, Inc. (the “Company”) was held on July 28, 2017. At the Annual Meeting, the Company’s stockholders voted on the following proposals described in detail in the Company’s Proxy Statement, dated May 31, 2017. Final voting results for each of the matters voted on at the meeting are set forth below.
Proposal One: Election of Directors for a one-year term
|
Name |
Votes For |
Votes Withheld |
Broker Non-Votes |
|
John C. Carter |
49,599,602 |
193,650 |
7,475,981 |
|
Alexander M. Davern |
49,590,538 |
202,714 |
7,475,981 |
|
Timothy R. Dehne |
49,594,392 |
198,860 |
7,475,981 |
|
Christine King |
49,401,090 |
392,162 |
7,475,981 |
|
Jason P. Rhode |
49,599,012 |
194,240 |
7,475,981 |
|
Alan R. Schuele |
49,498,026 |
295,226 |
7,475,981 |
|
William D. Sherman |
48,718,261 |
1,074,991 |
7,475,981 |
|
David J. Tupman |
44,519,062 |
5,274,190 |
7,475,981 |
Proposal Two: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2018.
|
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
|
55,583,828 |
1,635,171 |
50,234 |
Proposal Three: Advisory vote to approve executive compensation.
|
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
|
48,419,621 |
1,183,974 |
189,657 |
7,475,981 |
Proposal Four:Advisory vote on the frequency of future advisory votes to approve executive compensation.
|
One Year |
Two Years |
Three Years |
Abstain |
Broker Non-Votes |
|
41,024,655 |
52,631 |
8,554,456 |
161,510 |
7,475,981 |
A majority of the shares cast were in favor of holding an annual non-binding, advisory vote to approve executive compensation. Based on the result of this vote, our Board of Directors has decided to hold future stockholder advisory votes on Named Executive Officer compensation on an annual basis.
Item 7.01Regulation FD.
On August 2, 2017, in addition to issuing a press release, the Company posted on its website a shareholder letter to investors summarizing the financial results for its first quarter of fiscal year 2018. The full text of the shareholder letter is furnished as Exhibit No. 99.2 to this Current Report on Form 8-K.
Use of Non-GAAP Financial Information
To supplement Cirrus Logic's financial statements presented on a GAAP basis, Cirrus has provided non-GAAP financial information, including non-GAAP net income, diluted earnings per share, operating income, operating expenses, gross margins, tax expenses and tax expense impact on earnings per share. A reconciliation of the adjustments to GAAP results is included in the tables to the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K. Non-GAAP financial information is not meant as a substitute for GAAP results, but is included because management believes such information is useful to our investors for informational and comparative purposes. In addition, certain non-GAAP financial information is used internally by management to evaluate and manage the company. The non-GAAP financial information used by Cirrus Logic may differ from that used by other companies. These non-GAAP measures should be considered in addition to, and not as a substitute for, the results prepared in accordance with GAAP.
The information contained in Items 2.02, 7.01, and 9.01 in this Current Report on Form 8-K and the exhibits furnished hereto contain forward-looking statements regarding the Company and cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated. In addition, this information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description |
| Exhibit 99.1 |
Cirrus Logic, Inc. press release dated August 2, 2017 |
| Exhibit 99.2 |
Cirrus Logic, Inc. shareholder letter dated August 2, 2017 |
CIRRUS LOGIC INC ExhibitEX-99.1 2 a51614860_ex991.htm EXHIBIT 99.1 Exhibit 99.1 Cirrus Logic Reports Q1 FY18 Revenue of $320.7 Million Demand for Portable Audio Components Expected to Fuel Sequential Growth in Q2 FY18 AUSTIN,…To view the full exhibit click here
About CIRRUS LOGIC, INC. (NASDAQ:CRUS)
Cirrus Logic, Inc. is engaged in providing integrated circuits (ICs) for audio and voice signal processing applications. The Company develops analog and mixed-signal ICs for a range of customers. The Company offers two product lines: Portable Audio, and Non-Portable Audio and Other. The Company’s primary facility housing engineering, sales and marketing, and administration functions is located in Austin, Texas. The Company offers products through both direct and indirect sales channels across the world. The Company’s portable audio products include analog and mixed-signal components designed for mobile devices including smartphones, tablets, digital headsets, wearables, smart accessories and portable media players. Its non-portable audio and other products include analog and mixed-signal components targeting the consumer market, including smart home applications, and the automotive, energy and industrial markets.