0000895419false00008954192021-01-252021-01-25
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): January 25, 2021
CREE, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
|
|
|
|
North Carolina
|
0-21154
|
56-1572719
|
(State or other jurisdiction of
incorporation)
|
(Commission File
Number)
|
(I.R.S. Employer
Identification Number)
|
|
|
|
|
|
|
|
|
|
|
|
4600 Silicon Drive
|
|
|
Durham
|
North Carolina
|
27703
|
|
(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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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
|
|
Common Stock, $0.00125 par value
|
CREE
|
The Nasdaq Stock Market LLC
|
|
|
|
|
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 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
(b) Resignation of Ms. Anne Whitaker from the Board of Directors (the “Board”)
On January 24, 2021, Anne Whitaker, a member of the Board, notified Cree, Inc. (the “Company”) of her decision to resign from the Board, effective January 25, 2021. Ms. Whitaker’s resignation does not involve any disagreement with the Company, its management, the Board or any committee thereof.
(d) Appointment of Mr. Marvin Riley to the Board
Effective as of January 25, 2021, the Board elected Marvin Riley, age 46, as a member of the Board and appointed Mr. Riley as a member of the Board’s Compensation Committee and Governance and Nominations Committee, with such appointments effective as of January 25, 2021. Mr. Riley will serve on the Board until the Company’s 2021 annual meeting of shareholders, at which point he will stand for election to the Board. Mr. Riley also serves on the board of directors of EnPro Industries, Inc.
The Company will compensate Mr. Riley for his services as a director in accordance with the Company’s revised Schedule of Compensation of Non-Employee Directors (the “Schedule”) filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”), which is incorporated herein by reference. Pursuant to these arrangements, on January 25, 2021, the Company issued Mr. Riley restricted stock units (“RSUs”) to acquire shares of the Company’s common stock with a value of $180,000. The Company granted the RSUs under its 2013 Long-Term Incentive Compensation Plan. The award vests on the first anniversary of the grant date, subject to continued service with the Company. In addition, commencing with the Company’s fourth fiscal quarter, the Company will pay Mr. Riley a cash retainer in advance at the quarterly rate of $17,500 for service as a member of the Board, $2,500 for service as a member of the Compensation Committee, and $1,250 for service as a member of the Governance and Nominations Committee. Mr. Riley will be paid a portion of the retainer for the Company’s third quarter, prorated based on the number of days remaining in the Company’s third quarter. As of January 24, 2021, Mr. Riley did not beneficially own any shares of the Company’s common stock. The address for Mr. Riley is c/o Cree, Inc. at 4600 Silicon Drive, Durham, NC 27703.
In connection with his appointment, Mr. Riley will enter into the Company’s standard form of indemnification agreement for directors and officers, a copy of which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated October 25, 2010, as filed on October 29, 2010, and is incorporated by reference herein.
There is no arrangement or understanding between Mr. Riley and any other person pursuant to which Mr. Riley was appointed as a director. Mr. Riley is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended. The Board has determined that Mr. Riley is an independent director in accordance with the listing requirements of the Nasdaq Global Select Market.
The press release issued by the Company on January 26, 2021 announcing the resignation of Ms. Whitaker and the election of Mr. Riley is included as Exhibit 99.1 to this Report and is incorporated herein by reference.
On January 25, 2021, the Governance and Nominations Committee of the Board approved, upon the recommendation of the Compensation Committee of the Board, the revised Schedule, to be effective January 25, 2021. The Schedule reduces the vesting schedule of RSUs granted to non-employee directors first elected to the Board after the first business day of September from three years to one year.
The foregoing description of the Schedule is qualified by reference to the full text of the Schedule, which is filed as Exhibit 10.1 to this Report and incorporated herein by reference.
|
|
|
|
|
|
|
|
Item 9.01
|
Financial Statements and Exhibits.
|
(d) Exhibits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
|
|
|
|
10.1
|
|
|
|
|
99.1
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CREE, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Bradley D. Kohn
|
|
|
|
|
Bradley D. Kohn
|
|
|
|
|
Senior Vice President and General Counsel
|
Date: January 26, 2021
SCHEDULE OF COMPENSATION FOR
NON-EMPLOYEE DIRECTORS
(ADOPTED JANUARY 25, 2021)
This schedule describes the compensation payable by Cree, Inc. (the "Company") to individuals who are not employed by the Company but serve as members of the Company's Board of Directors. The compensation consists of cash and equity compensation components as described below. In addition, the Company will pay or reimburse directors for reasonable expenses incurred in performing the duties of the director in accordance with the Company's business expense reimbursement policy and procedures. This schedule is not intended to create any contractual obligation with any director and may be amended by the Company at any time.
Cash Compensation
Quarterly retainer for indicated role:
|
|
|
|
|
|
|
|
Member of the Board of Directors
|
$
|
17,500
|
|
|
Chairman of the Board of Directors
|
$
|
15,000
|
|
|
Chair of the Audit Committee
|
$
|
7,500
|
|
|
Chair of the Compensation Committee
|
$
|
5,000
|
|
|
Chair of the Governance & Nominations Committee
|
$
|
2,500
|
|
|
Member of the Audit Committee
|
$
|
3,750
|
|
|
Member of the Compensation Committee
|
$
|
2,500
|
|
|
Member of the Governance & Nominations Committee
|
$
|
1,250
|
|
1.Each non-employee director will be paid the retainer listed above for membership on the Board of Directors and for each other role in which the director serves (the Chairman of the Board will not be paid for any Committee membership). The retainer will be earned on the first day of the fiscal quarter on which the director serves in the indicated role. If a director is elected or appointed to the role after the first day of the fiscal quarter, a portion of the retainer, prorated based on the number of days remaining in the quarter, will be earned on the day on which the director's election or appointment is effective. No adjustment will be made nor any repayment due in the event that a director does not serve in the indicated role for the remainder of the quarter.
2.Retainers are in lieu of meeting fees except as provided in this paragraph. Unless another compensation arrangement is put in place at the time of special committee formation, in the event that a non-employee director is appointed to serve on a Board committee not listed above, the director will earn a fee of $1,000 for each meeting of the committee attended, or $2,000 for each meeting attended if serving as Chair or acting Chair of the committee.
3.Retainers and any meeting fees earned will be paid promptly following the first day of each fiscal quarter. Non-employee directors may elect to receive Company stock in lieu of retainers and meeting fees, and to defer all or a portion of retainers and meeting fees earned, pursuant to the Non-Employee Director Stock Compensation and Deferral Program while such plan is in effect.
Equity Compensation
1.Each non-employee director then serving on the Board who has been nominated for re-election at the next annual meeting of shareholders will be granted on the first business day of September restricted stock units to acquire shares of the Company's common stock. The number of restricted stock units to be granted will be determined by dividing $180,000 by the 30-day average closing stock price of the Company’s common stock ending one trading day prior to the August meeting of the Compensation Committee. The restricted stock units will be granted pursuant to the Company's 2013 Long-Term Incentive Compensation Plan. The restricted stock units vest in full on the first anniversary of the grant date, provided that the director is then serving as a member of the Board of Directors in good standing or as an employee of the Company or other Employer under the Plan.
2.If a non-employee director is first elected to the Board after the first business day of September, the director will be granted restricted stock units as provided above, except that the restricted stock units will vest on the first anniversary of the grant date, provided that the director is then serving as a member of the Board of Directors in good standing or as an employee of the Company or other Employer under the Plan.
3.The restricted stock unit awards described above will be awarded only if recommended by the Compensation Committee and approved by the Governance and Nominations Committee on or before the grant date. Awards under this schedule will be made pursuant to the form of award agreement as approved by the Compensation Committee from time to time.
Cree, Inc. Appoints Marvin Riley to Board of Directors
DURHAM, N.C., January 26, 2021 – Cree, Inc. (Nasdaq: CREE), the global leader in silicon carbide technology, announced today that Marvin A. Riley has been appointed to the Company’s Board of Directors, effective January 25, 2021. Mr. Riley is president and chief executive officer of EnPro (NYSE: NPO), a leading industrial technology company using materials science to push boundaries in semiconductor, life sciences, and other technology-enabled sectors.
“Marvin’s extensive experience in the global manufacturing and automotive sectors will be a unique asset for the company as we work with the executive team to capitalize on the vast opportunities ahead for Cree’s silicon carbide in a variety of high-growth automotive and industrial applications,” said Cree Chairman of the Board Darren Jackson. “We are excited to welcome Marvin to the Board and look forward to his contributions as we continue our long-term plans to lead the global transition from silicon to silicon carbide and expand the company’s leadership position.”
Mr. Riley is currently president and chief executive officer of EnPro (NYSE: NPO) and has held the position since July 2019, after previously serving as executive vice president and chief operating officer since July 2017. He has also served in various leadership positions including president of the company’s Fairbanks Morse division; vice president of the company’s corporate manufacturing function; and vice president of global operations for its GGB division. Prior to joining EnPro, Mr. Riley was an executive with General Motors Corporation, working within the General Motors Vehicle Manufacturing Group where he held multiple positions of increasing responsibility from 1997 to 2007. Mr. Riley’s extensive experience at GM includes leadership positions in general assembly, body operations, dimensional control, plant maintenance and supporting multiple vehicle launches. He also credits his deep understanding of lean manufacturing to his time at GM.
Mr. Riley replaces Anne Whitaker, who is leaving the Cree Board to focus on her board duties at other life sciences companies. Ms. Whitaker has served on the Cree Board since 2013, helping guide the company with her extensive executive leadership experience.
“The entire board of directors is grateful for Anne’s contributions as a longstanding board member, and we wish her continued success going forward,” said Jackson.
About Cree, Inc.
Cree is an innovator of Wolfspeed® power and radio frequency (RF) semiconductors and lighting class LEDs. Cree’s Wolfspeed product portfolio includes silicon carbide materials, power-switching devices and RF devices targeted for applications such as electric vehicles, fast charging, inverters, power supplies, telecom and military and aerospace. Cree’s LED product portfolio includes blue and green LED chips, high-brightness LEDs and lighting-class power LEDs targeted for indoor and outdoor lighting, video displays, transportation and specialty lighting applications.
For additional product and Company information, please refer to www.cree.com.
Cree® and Wolfspeed® are registered trademarks of Cree, Inc.
###
Investor Contact:
Tyler Gronbach
Vice President, Investor Relations
Cree, Inc.
(919) 407-7895
investorrelations@cree.com
Media Contact:
Claire Simmons
Director, Public Relations
Cree, Inc.
(919) 407-7844
csimmons@cree.com
