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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 23, 2023
WOLFSPEED, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| North Carolina | 001-40863 | 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 | WOLF | New York Stock Exchange |
| | |
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. ☐
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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. |
On January 23, 2023, the board of directors (the “Board”) of Wolfspeed, Inc. (the “Company”) voted to increase the size of the Board from nine (9) to ten (10) directors and elected Stacy J. Smith, age 60, as a member of the Board to fill the resulting vacancy. The Board also appointed Mr. Smith as a member of the Board’s Audit Committee and Governance and Nominations Committee, with such appointments effective as of January 23, 2023.
Mr. Smith has served as Executive Chairman of Kioxia Corporation (formerly Toshiba Memory Corporation) since October 2018 and as non-executive chair and member of the board of directors of Autodesk, Inc. (Nasdaq: ADSK) since June 2018 and November 2011, respectively. Mr. Smith also previously served on the board of directors of Metromile, Inc., from July 2018 to February 2021. Mr. Smith previously served as Group President of Sales, Manufacturing and Operations at Intel Corporation (Nasdaq: INTC) from February 2017 to January 2018. He served as the Executive Vice President, Manufacturing, Operations and Sales from October 2016 to February 2017. From November 2012 to October 2016, he served as Executive Vice President, Chief Financial Officer. Previously, Mr. Smith served as Senior Vice President, Chief Financial Officer from January 2010 to November 2012; Vice President, Chief Financial Officer from 2007 to 2010; and Vice President, Assistant Chief Financial Officer from 2006 to 2007. From 2004 to 2006, Mr. Smith served as Vice President, Finance and Enterprise Services and Chief Information Officer. Mr. Smith joined Intel in 1988. Mr. Smith also serves on The California Chapter of The Nature Conservancy Board of Trustees and the University of Texas McCombs School of Business Advisory Board. Mr. Smith’s qualifications to serve as a director include his management positions with Intel, including in finance and executive roles, providing him with critical insight into the operational requirements of a global semiconductor company and management and consensus-building skills.
The Company will compensate Mr. Smith for his services as a director in accordance with the Schedule of Compensation for Non-Employee Directors filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”) and incorporated by reference herein. Pursuant to these arrangements, on January 23, 2023, the Company issued Mr. Smith restricted stock units (“RSUs”) to acquire shares of the Company’s common stock with a value of $200,000. 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. Smith a cash retainer in advance at the quarterly rate of $17,500 for service as a member of the Board, $3,750 for service as a member of the Audit Committee, and $1,250 for service as a member of the Governance and Nominations Committee. Mr. Smith 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.
In connection with his election, Mr. Smith 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. Smith and any other person pursuant to which Mr. Smith was appointed as a director. Mr. Smith 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 determined that Mr. Smith satisfies the New York Stock Exchange definition of “independent director.” As of January 23, 2023, Mr. Smith did not beneficially own any shares of the Company’s common stock. The address for Mr. Smith is c/o Wolfspeed, Inc. at 4600 Silicon Drive, Durham, NC 27703.
The press release issued by the Company on January 25, 2023 announcing the election of Mr. Smith is included as Exhibit 99.1 to this Report and is incorporated herein by reference.
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| 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.
| | | | | | | | | | | |
| WOLFSPEED, INC. |
| | | |
| | | |
| By: | | /s/ Bradley D. Kohn |
| | | Bradley D. Kohn |
| | | Senior Vice President and General Counsel |
Date: January 25, 2023
SCHEDULE OF COMPENSATION FOR
NON-EMPLOYEE DIRECTORS
(ADOPTED AUGUST 23, 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 | $ | 20,000 | |
| 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 $200,000 by the 30-day average closing stock price of the Company’s common stock ending one trading day prior to the date of grant. 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.
Wolfspeed Appoints Stacy Smith to Board of Directors
DURHAM, N.C. -- January 25, 2023 – Wolfspeed, Inc. (NYSE: WOLF), the global leader in Silicon Carbide technology, announced today that Stacy Smith has been appointed to the Company’s Board of Directors, effective January 23, 2023. Mr. Smith is the Executive Chairman of Kioxia Corporation (formerly Toshiba Memory Corporation), a leading flash memory company, and Non-Executive Chair of the Board at Autodesk, Inc., a global leader in design and make technology.
“With his vast experience in the technology and semiconductor industries, Stacy will be an invaluable asset for Wolfspeed as we work to capitalize on the steepening demand for Silicon Carbide power devices across the e-mobility, industrial and renewable markets,” said Wolfspeed Chairman of the Board Darren Jackson. “It is our honor to welcome Stacy to the Board, and we look forward to his contributions and expertise as Wolfspeed continues to lead the transition from silicon to Silicon Carbide.”
“I am really excited to join the Wolfspeed Board and work to help Wolfspeed scale and grow their leadership position in a fast-growing and important market,” said Mr. Smith.
Prior to his Board positions, Mr. Smith worked at Intel Corporation for three decades in a variety of roles including as Group President of Sales, Manufacturing and Operations, Chief Financial Officer, Chief Information Officer, and Head of Europe Middle East and Africa.
Mr. Smith’s management positions with Intel Corporation, including his finance and executive roles, provide him with critical insight into the operational requirements of a global company and the management and consensus-building skills necessary to serve on Wolfspeed’s Board of Directors. He also holds positions on the California Chapter of The Nature Conservancy Board of Trustees and University of Texas McCombs School of Business Advisory Board. Prior Board roles include serving on the Board of Virgin America Airlines and GEVO, a biofuels company.
About Wolfspeed, Inc.:
Wolfspeed (NYSE: WOLF) leads the market in the worldwide adoption of Silicon Carbide and GaN technologies. We provide industry-leading solutions for efficient energy consumption and a sustainable future. Wolfspeed’s product families include Silicon Carbide materials, power devices and RF devices targeted for various applications such as electric vehicles, fast charging, 5G, renewable energy and storage, and aerospace and defense. We unleash the power of possibilities through hard work, collaboration and a passion for innovation. Learn more at www.wolfspeed.com.
Wolfspeed® is a registered trademark of Wolfspeed, Inc.
Twitter: @Wolfspeed
LinkedIn: @Wolfspeed
Wolfspeed Investor Relations Contact:
Tyler Gronbach
Vice President, Investor Relations
919-407-4820
investorrelations@wolfspeed.com
Wolfspeed Media Contact:
Melinda Walker
Director, Corporate Communications
818-261-4585
media@wolfspeed.com
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