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):      October 30, 2020

CIRRUS LOGIC, INC.
(Exact name of Registrant as specified in its charter)

Delaware
 
000-17795
 
77-0024818
(State or Other Jurisdiction of
Incorporation or Organization)
 
(Commission File Number)
 
(IRS Employer Identification No.)

800 W. 6th Street, Austin, Texas
 
78701
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant's telephone number, including area code:  (512) 851-4000

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(g) of the Act:

Title of each class
 
Trading Symbol
 
Name
Common stock, $0.001 par value
 
CRUS
 
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 (§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 ☐
 
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 2.02     Results of Operations and Financial Condition.
 
On November 2, 2020, Cirrus Logic, Inc. (“Cirrus Logic” or the “Company”) issued a press release announcing its financial results for its second quarter of fiscal year 2021.  The full text of the press release is furnished as Exhibit No. 99.1 to this Current Report on Form 8-K.  

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 30, 2020, John M. Forsyth, the current President of Cirrus Logic, was appointed by the Board of Directors (the “Board”) as the Company’s next Chief Executive Officer (“CEO”), effective January 1, 2021 (the “Effective Date”).  In addition, the Board intends to appoint Mr. Forsyth as a member of the Board upon the Effective Date, or as soon as practicable thereafter.

Mr. Forsyth, age 47, joined the Company in August 2014 through the acquisition of Wolfson Microelectronics, where he served as Vice President of Audio Products.  Following that acquisition, from August 2014 until June 2018, Mr. Forsyth served as the Company’s Vice President of Product Marketing.  From June 2018 until his appointment as President in January 2020, he served as the Company’s Chief Strategy Officer.

There are no family relationships between Mr. Forsyth and any director or executive officer of the Company, and Mr. Forsyth has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

On October 30, 2020, in connection with his appointment, the Board’s Compensation Committee reviewed Mr. Forsyth’s compensation and approved a salary increase to $600,000.  In addition, the Committee approved an increase in Mr. Forsyth’s semiannual target bonus under the Company’s 2007 Management and Key Individual Contributor Incentive Plan (“Incentive Plan”) to 50% of his base annual salary.  A complete description of the Company’s Incentive Plan is included in the Company’s definitive proxy statement dated June 3, 2020 (the “Proxy Statement”).

The Committee increased Mr. Forsyth’s base salary in recognition of his appointment as CEO and believes that his targeted total cash compensation (including salary and target incentive plan payout) strikes a balance between providing compensation that is competitive with compensation paid to CEO’s of peer companies while recognizing Mr. Forsyth’s level of experience as a public company CEO.  Further, the Committee set his level of compensation such that the Committee has the opportunity to increase his targeted total cash compensation towards the 50th percentile range of CEO’s of peer companies over time based on their evaluation of his individual performance and the overall performance of the Company in the future.

Mr. Forsyth will also continue to participate in the Company's 2007 Executive Severance and Change of Control Plan (“2007 Severance Plan”).  In the event of Mr. Forsyth's involuntary termination other than for “cause” (as defined in the 2007 Severance Plan) he would be eligible to receive: (i) a continuation of base salary for a period of up to twelve months following termination, and (ii) payment in full of a reasonable estimate of COBRA premiums for three months.  If his employment is terminated either by the Company without “cause” or by him for “good reason” within 12 months following a “change of control” of the Company (as each quoted term is defined in the 2007 Severance Plan), he would be eligible to receive a change of control termination payment, which is comprised of: (i) a lump sum payment equal to 24 months’ base salary, (ii) acceleration in full of any unvested stock options or any other securities or similar incentive awards that have been granted or issued to him as of the employment termination date, and (iii) payment in full of a reasonable estimate of COBRA premiums for 12 months.  In addition, he would have until six months from the employment termination date to exercise any vested options, except that no option would be exercisable after the option's original expiration date.

In view of the timing of Mr. Forsyth’s appointment as CEO and the prior award of an equity grant to Mr. Forsyth to reflect his promotion to President in January 2020, the Committee determined that it would review and propose additional equity grants for Mr. Forsyth as part of the Committee’s standard annual review of executive compensation.  The Committee’s next review of executive compensation is currently expected to take place sometime during the fourth quarter of fiscal year 2021 as described in the Proxy Statement.


Further, on October 30, 2020, Cirrus Logic entered into a Transition Agreement (the “Transition Agreement”) with Jason P. Rhode, the current Chief Executive Officer, pursuant to which Dr. Rhode will transition from his service as Chief Executive Officer on January 1, 2021 (the “Transition Commencement Date”) into an Executive Fellow role, whereby he will provide certain transition and advisory services to Cirrus Logic through January 1, 2022 (the “Transition Completion Date”).  Dr. Rhode also resigned from the Company’s Board effective on the Transition Commencement Date.  During the period between the Transition Commencement Date and the Transition Completion Date (the “Transition Period”), Dr. Rhode will work with Mr. Forsyth following the transition of the CEO responsibilities, as well as continuing to be directly involved in customer relationships and talent development within the Company.  In exchange for his services, Dr. Rhode will be entitled to receive an annual base salary of $300,000 per year and continue to receive his current benefits.  He will also be eligible to participate in the Company’s Incentive Plan at a semiannual target bonus of 37.5% of his base annual salary.  For the second Plan Cycle of the Company’s 2021 fiscal year, the Company agreed to prorate Dr. Rhode’s Target Incentive Amount (as described in the Proxy Statement) to reflect (1) Dr. Rhode’s Base Salary and Target Incentive Factor for the portion of the second Plan Cycle during which Dr. Rhode serves as the Company’s Chief Executive Officer; and (2) Dr. Rhode’s Base Salary and Target Incentive Factor for the portion of the second Plan Cycle during which Dr. Rhode serves as an Executive Fellow.

In addition to the requirements described above, if Dr. Rhode provides continual services throughout the Transition Period and signs a release of all claims against the Company, then any portion of Dr. Rhode’s unvested equity awards pursuant to the Company’s 2018 Long Term Incentive Plan (the “LTI Plan”) that were scheduled or would become eligible to vest during the twelve month period immediately following the Transition Completion Date shall fully vest automatically.  With respect to any Awards (as defined in the LTI Plan) that are subject to performance-based vesting conditions, performance will be calculated based upon the actual performance of such Award as of the Transition Completion Date as calculated in accordance with the terms and conditions of the LTI Plan and any individual Award agreements governing such Award.  The Board believes that the total compensation, including the acceleration of vesting of Awards if Dr. Rhode provides continual services through the Transition Period, properly balances the Board’s desire to induce Dr. Rhode to remain engaged with the leadership of the Company as part of a planned executive succession strategy while also supporting the timely transition of his management roles and responsibilities to Mr. Forsyth.

During the Transition Period, Dr. Rhode will continue to be eligible to receive the benefits, if any, provided for non-CEO executives under the 2007 Severance Plan.  In addition to the benefits provided under the 2007 Severance Plan, in connection with any determination by the Company to terminate Dr. Rhode without Cause or Dr. Rhode’s resignation following a Change of Control (capitalized terms defined as in the 2007 Severance Plan), any portion of Dr. Rhode’s Awards (as defined in the LTI Plan) that were scheduled or would become eligible to vest had Dr. Rhode remained employed with the Company until the Transition Completion Date shall fully vest automatically.  With respect to any Awards referenced in the previous sentence that are subject to performance-based vesting conditions, performance will be calculated based upon the actual performance of such Award as of the date of the applicable termination, calculated in accordance with the terms and conditions of the LTI Plan and any individual Award agreements governing such Award.

The foregoing description of the material terms of the Transition Agreement is only a summary and is qualified in its entirety by the terms of the Transition Agreement, a copy of which is attached hereto as Exhibit 10.1 to this report and is incorporated herein by reference.

Item 7.01     Regulation FD Disclosure.
 
On November 2, 2020, in addition to issuing a press release, the Company posted on its website a shareholder letter to investors summarizing the financial results for its second quarter of fiscal year 2021.  The full text of the shareholder letter is furnished as Exhibit No. 99.2 to this Current Report on Form 8-K.  On November 2, 2020, the Company issued an additional press release announcing Mr. Forsyth’s appointment as Chief Executive Officer.  A copy of the press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.


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 and profit, operating expenses, gross margin and profit, tax expense, tax expense impact on earnings per share, and effective tax rate.  A reconciliation of the adjustments to GAAP results is included in the press release below.  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, 5.02, 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 8.01     Other Events.

On October 30, 2020, the Company’s Board of Directors selected David Tupman as Chair of the Board effective January 1, 2021.  Dr. Tupman will replace Al Schuele, who will remain a member of the Board through the Company’s next annual meeting, when he will retire from the Board pursuant to the retirement policy set forth in the Company’s Corporate Governance Guidelines.  The full text of the press release announcing Dr. Tupman’s appointment is attached as Exhibit 99.3 to the Current Report on Form 8-K.

Item 9.01     Financial Statements and Exhibits.

(d)            Exhibits


Exhibit Description




Exhibit 10.1
Transition Agreement, dated October 30, 2020

Exhibit 99.1
Cirrus Logic, Inc. press release dated November 2, 2020

Exhibit 99.2
Cirrus Logic, Inc. shareholder letter dated November 2, 2020

Exhibit 99.3
Cirrus Logic, Inc. press release dated November 2, 2020

Exhibit 104
Cover Page Interactive Data File (formatted as Inline XBRL)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

CIRRUS LOGIC, INC.  
 
 
 
 
 
 
 
 
 
 
Date:  November 2, 2020 By:
/s/ Thurman K. Case  
 
 
Name:
Thurman K. Case  
 
 
Title: Chief Financial Officer  


EXHIBIT INDEX


Exhibit Description


Exhibit 10.1
Exhibit 99.1
Exhibit 99.2
Exhibit 99.3
Exhibit 104
Cover Page Interactive Data File (formatted as Inline XBRL)

Exhibit 10.1

TRANSITION AGREEMENT
 
This Transition Agreement (this “Agreement”) is entered into by and between Cirrus Logic, Inc., a Delaware corporation (the “Company”), and Jason P. Rhode (“Executive”).  Executive and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
 
WHEREAS, the Parties desire that Executive begin preparing for an orderly transition of his duties and responsibilities as the Company’s Chief Executive Officer.
 
WHEREAS, the Parties desire that, effective as of January 1, 2021 (the “Transition Commencement Date”), Executive will transition from the Company’s Chief Executive Officer to an Executive Fellow of the Company and will transition off the Company’s Board of Directors.
 
WHEREAS, the Parties desire that in addition to his role as an Executive Fellow of the Company, Executive will provide transition services to the Company through January 1, 2022 (the “Transition Completion Date”).
 
NOW, THEREFORE, in consideration of the promises and benefits set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Executive and the Company, the Parties agree as follows:
 
1.             Compensation; Transition Services. 
 
(a)            From the Transition Commencement Date until and including the Transition Completion Date (the “Transition Period”), Executive’s annual base salary rate shall be reduced to $300,000 per year, less applicable taxes and withholdings, payable with the regular payroll practices of the Company in effect from time to time.
 
(b)            From the date of this Agreement until the earlier of (i) the termination of Executive’s employment and (ii) the Transition Completion Date, Executive shall be entitled to participate in all employee benefit plans, practices, policies and programs maintained by the Company, as in effect from time to time (collectively, “Employee Benefit Plans”), on a basis which is no less favorable than is provided to other similarly situated executives of the Company, to the extent consistent with applicable law and the terms of the applicable Employee Benefit Plans. For purposes of clarity, the Employee Benefit Plans shall include, without limitation, the Company’s vacation and paid time-off policies both during Executive’s employment and as applicable to accrued payouts upon a separation from service with the Company.
 
(c)            Executive hereby resigns as the Company’s Chief Executive Officer, as a member of the Company’s Board of Directors, and as an officer, manager or member of the board of directors of, and any similar position with, the Company Parties, in each case effective as of the Transition Commencement Date.
 

(d)            From the date of this Agreement until the Transition Commencement Date, Executive shall be an at-will employee of the Company and will continue to serve as the Company’s Chief Executive Officer.  During the Transition Period, Executive shall be an at-will employee of the Company and serve as an Executive Fellow and will report to the Company’s Chief Executive Officer. In such role, Executive will provide transition and other related services as requested by the Chief Executive Officer of the Company and the Company’s Board of Directors. Executive shall assist the Company in transitioning his duties and knowledge regarding the business and operations of the Company or any other Company Party (as defined below) to the Company’s Chief Executive Officer or, at the request of the Company’s Chief Executive Officer, to any other Company employee.
 
(e)  During the Transition Period, Executive shall not be entitled to any grants under the Company’s 2018 Long Term Incentive Plan (the “LTI Plan”). Notwithstanding the foregoing, all equity-based awards previously granted to Executive under the LTI Plan will continue to vest during the Transition Period pursuant to the terms of the LTI Plan and all applicable individual award agreements.
 
(f)            Executive acknowledges that he is aware of the ongoing obligations he may have under the Company’s Insider Trading and Confidentiality Policy, applicable securities laws and any other applicable requirements related to any trading in the Company’s securities, and that Executive’s obligations survive the termination of Executive’s employment with the Company.
 
(g)            Executive acknowledges that he is aware of the ongoing obligations he may have under the Company’s Policy regarding Recoupment of Certain Incentive Compensation, and that Executive’s obligations survive the termination of Executive’s employment with the Company.
 
2.             Transition Benefits.  Provided that Executive (w) executes this Agreement and returns a signed copy of it to the Company, care of Scott Thomas (Scott.Thomas@cirrus.com), so that it is received no later than the date that is twenty-one (21) days after Executive receives this Agreement and it is not subsequently revoked by Executive in accordance with Section 5, (x) returns to the Company, in accordance with Section 20, a copy of the Confirming Release that has been signed by Executive by the earlier of (i) the termination of Executive’s employment with the Company and (ii) the Transition Completion Date and it is not subsequently revoked by Executive in accordance with Section 7 of the Confirming Release, (y) complies with or remains in compliance with all Company policies applicable to similarly situated Company employees, and (z) satisfies the other terms and conditions set forth in this Agreement, Executive shall receive the following consideration:
 
(a)            Capitalized terms used in this Section 2(a) but not defined in this Agreement shall have the meaning given them in the terms in the Company’s Executive Severance and Change and Control Plan as amended and restated as of April 1, 2018 (the “Severance Plan”).
 
(i)            If Executive has provided continual services pursuant to this Agreement throughout the Transition Period, then on the Transition Completion Date, any portion of Executive’s Awards (as defined in the LTI Plan) that were scheduled or would become eligible to vest during the twelve (12) month period immediately following the Transition Completion Date shall fully vest automatically without any further action by the Company or Executive. With respect to any Awards referenced in the previous sentence that are subject to performance-based vesting conditions, performance will be calculated based upon the actual performance of such Award (i.e., relative total shareholder return) as of the date of the Transition Completion Date, calculated in accordance with the terms and conditions of the LTI Plan and any individual Award agreements governing such Award.
 
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(ii)            Upon Executive’s termination without Cause or Executive’s resignation following a Change of Control, Executive shall receive the benefits provided in Section 3(b) of the Severance Plan, and any portion of Executive’s Awards (as defined in the LTI Plan) that were scheduled or would become eligible to vest had Executive remained employed with the Company until the Transition Completion Date as set forth in Section 2.(a)(i), shall fully vest automatically without any further action by the Company or Executive as if Executive had remained employed with the Company until the Transaction Completion Date. With respect to any Awards referenced in the previous sentence that are subject to performance-based vesting conditions, performance will be calculated based upon the actual performance of such Award (i.e., relative total shareholder return) as of the date of the applicable termination, calculated in accordance with the terms and conditions of the LTI Plan and any individual Award agreements governing such Award.
 
(iii)            Until the earlier of (i) the termination of Executive’s employment with the Company and (ii) the Transition Completion Date, Executive shall be eligible to receive the benefits, if any, provided under the Severance Plan for an Eligible Employee that is not the Chief Executive Officer.
 
(b)            Capitalized terms used in this Section 2(b) but not defined in this Agreement shall have the meaning given them in the Company’s 2007 Management and Key Individual Contributor Incentive Plan, as amended (the “Bonus Plan”).  During the Transition Period, Executive remains eligible to participate in the Bonus Plan.  If Executive receives an Individual Incentive Payment under the Bonus Plan for the second Plan Cycle of the Company’s 2021 fiscal year, the Executive’s Target Incentive Amount under the Bonus Plan shall be adjusted to use (1) the Executive’s Chief Executive Officer Base Salary and Target Incentive Factor for the portion of the second Plan Cycle during which Executive served as the Company’s Chief Executive Officer, plus (2) the Executive’s Executive Fellow Base Salary and Target Incentive Factor for the portion of the second Plan Cycle during which Executive served as an Executive Fellow.
 
Executive acknowledges and agrees that the consideration described in this Section 2 represents the entirety of the amounts Executive is eligible to receive as potential severance pay from the Company or any other Company Party, including under the LTI Plan and the Severance Plan.
 
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3.             Complete Release of Claims.
 
(a)            In exchange for the consideration received by Executive herein, which consideration Executive was not entitled to but for Executive’s entry into this Agreement and the Confirming Release, Executive hereby releases, discharges and forever acquits the Company and its Affiliates (as defined below) and subsidiaries, and each of the foregoing entities’ respective past, present and future members, partners (including general partners and limited partners), directors, trustees, officers, managers, employees, agents, attorneys, heirs, legal representatives, insurers, benefit plans (and their fiduciaries, administrators and trustees), and the successors and assigns of the foregoing, in their personal and representative capacities (each a “Company Party” and collectively, the “Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to Executive’s ownership of any interest in any Company Party, Executive’s employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Executive executes this Agreement, including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended; (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (H) any federal, state or local wage and hour law; (I) the Age Discrimination in Employment Act of 1967, as amended; (J) any other local, state or federal law, regulation or ordinance; or (K) any public policy, contract, tort, or common law claim; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in or with respect to a Released Claim; (iii) any and all rights, benefits or claims Executive may have under any employment contract, severance plan, incentive compensation plan, or equity-based plan with any Company Party (including any award agreement) or to any ownership interest in any Company Party; and (iv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious.  Rather, Executive is simply agreeing that, in exchange for any consideration received by him pursuant to Section 2, any and all potential claims of this nature that Executive may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Released Claims do not include any existing rights to indemnification and advancement of expenses incurred in connection with the same that Executive has under Delaware law or any agreement with the Company. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.
 
For purposes of this Agreement, “Affiliate” shall mean, with respect to any Person (as defined below), any other Person directly or indirectly controlling, controlled by, or under common control with, such Person where “control” shall have the meaning given such term under Rule 405 of the Securities Act of 1933, as amended from time to time.  For purposes of this Agreement, “Person” shall mean any individual, natural person, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any company limited by shares, limited liability company, or joint stock company), incorporated or unincorporated association, governmental authority, firm, society or other enterprise, organization, or other entity of any nature.
 
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(b)            Notwithstanding this release of liability, nothing in this Agreement prevents Executive from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC or comparable state or local agency or cooperating in any such investigation or proceeding; however, Executive understands and agrees that Executive is waiving any and all rights to recover any monetary or personal relief or recovery from a Company Party as a result of such EEOC or comparable state or local agency or proceeding or subsequent legal actions.  Further, nothing in this Agreement prohibits or restricts Executive from filing a charge or complaint with, or cooperating in any investigation with, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other securities regulatory agency or authority (each, a “Government Agency”).  This Agreement does not limit Executive’s right to receive an award for information provided to a Government Agency.  Further, in no event shall the Released Claims include (i) any claim which arises after the date that this Agreement is executed by Executive or (ii) any claim to vested benefits under an employee benefit plan.  Finally, the Released Claims shall not include the Company’s obligations or Executive’s rights under the Indemnification Agreement dated October 4, 2019 between the Company and Executive, which shall continue in full force and effect notwithstanding the execution of this Agreement.
 
(c)            Executive hereby represents and warrants that, as of the time Executive executes this Agreement, Executive has not brought or joined any lawsuit or filed any charge or claim against any of the Company Parties in any court or before any Government Agency or arbitrator for or with respect to a matter, claim, or incident that occurred or arose out of one or more occurrences that took place on or prior to the time at which Executive signs this Agreement. Executive warrants and represents that (i) he is the sole owner of each and every claim, cause of action, and right compromised, settled, released or assigned pursuant to Section 3 of this Agreement and has not previously assigned, sold, transferred, conveyed, or encumbered same; (ii) he has the full right, power, capacity, and authority to enter into and execute this Agreement;  and (iii) he fully understands this Agreement releases any and all past claims regardless of whether he is now aware of such claims.
 
4.             Executive’s Representations.
 
(a)            Executive represents that Executive has received all leaves (paid and unpaid) that Executive was owed or could be owed by the Company and each of the other Company Parties and Executive has received all salary, bonuses and other compensation that Executive has been owed by the Company Parties as of the date that Executive executes this Agreement (which amount does not include the consideration described in Section 2 above).
 
(b)            By executing and delivering this Agreement, Executive expressly acknowledges that:
 
(i)             Executive has carefully read this Agreement;
 
(ii)            Executive has had at least 21 days to consider this Agreement before the execution and delivery hereof to Company and that any material changes made to this Agreement after initially provided to Executive shall not restart the time Executive has to consider this Agreement;
 
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(iii)         Executive is receiving, pursuant to this Agreement, consideration in addition to anything of value to which he is already entitled, and Executive is not otherwise entitled to the consideration set forth in this Agreement, but for his entry into this Agreement and his entry into the Confirming Release;
 
(iv)            Executive has been advised, and hereby is advised in writing, to discuss this Agreement with an attorney of Executive’s choice and Executive has had an adequate opportunity to do so prior to executing this Agreement;
 
(v)            Executive fully understands the final and binding effect of this Agreement; the only promises made to Executive to sign this Agreement are those stated herein; and Executive is signing this Agreement knowingly, voluntarily and of Executive’s own free will, and that Executive understands and agrees to each of the terms of this Agreement;
 
(vi)            The only matters relied upon by Executive and causing Executive to sign this Agreement are the provisions set forth in writing within the four corners of this Agreement; and
 
(vii)  No Company Party has provided any tax or legal advice regarding this Agreement and Executive has had an adequate opportunity to receive sufficient tax and legal advice from advisors of Executive’s own choosing such that Executive enters into this Agreement with full understanding of the tax and legal implications thereof.
 
(c)            Other than matters previously disclosed to the Board and outside auditors, Executive is not aware of any material act or omission on the part of any Company employee (including Executive), director or agent that may have violated any applicable law or regulation or otherwise exposed the Company or any other Company Party to any liability, whether criminal or civil, whether to any government, individual, shareholder or other entity.
 
5.            Revocation Right.  Notwithstanding the initial effectiveness of this Agreement, Executive may revoke the release of claims set forth in Section 3 above (and therefore the effectiveness of such release) within the seven-day period beginning on the date Executive executes this Agreement (such seven day period being referred to herein as the “Release Revocation Period”).  To be effective, such revocation must be in writing signed by Executive and must be received by the Company, care of Scott Thomas (Scott.Thomas@cirrus.com) before 11:59 p.m., Central Time, on the last day of the Release Revocation Period.  If an effective revocation is delivered in the foregoing manner and timeframe, the release of claims set forth in Section 3 above will be of no force or effect, Executive will not receive the consideration set forth in Section 2 above, and the remainder of this Agreement will be in full force and effect.
 
6.           Non-Disparagement.  Executive shall refrain from publishing any oral or written statements about the Company, any Company Party or any of their respective directors, officers, employees, consultants, agents, or representatives that (a) are slanderous, libelous, or defamatory, (b) disclose confidential information of or regarding the Company’s or any Company Party’s business affairs, directors, officers, managers, members, employees, consultants, agents, or representatives, or (c) place the Company, any Company Party, or any of their respective directors, officers, managers, members, employees, consultants, agents, or representatives in a false light before the public.  Nothing herein limits Executive from cooperating with any investigation by any Government Agency.  Conversely, the Company will instruct its officers and directors to refrain from making any oral or written statements about Executive that are not privileged internal company discussions and are (i) slanderous, libelous or defamatory, (ii) are otherwise likely to damage the personal or professional reputation of Executive, or (iii) place him in a false light before the public.  Nothing herein limits the Company from cooperating with any investigation by any Government Agency or from making any disclosure necessary or appropriate under applicable securities laws.
 
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7.          No Waiver.  No failure by any Party hereto at any time to give notice of any breach by any other Party of, or to require compliance with, any condition or provision of this Agreement or the Confirming Release shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
 
8.             Applicable Law.  This Agreement and the Confirming Release are entered into under, and shall be governed for all purposes by, the laws of the State of Texas without reference to the principles of conflicts of law thereof.
 
9.             Severability.  To the extent permitted by applicable law, the Parties agree that any term or provision (or part thereof) of this Agreement or the Confirming Release that renders such term or provision (or part thereof) or any other term or provision of this Agreement or the Confirming Release (or part thereof) invalid or unenforceable in any respect shall be modified to the extent necessary to avoid rendering such term or provision (or part thereof) invalid or unenforceable, and such modification shall be accomplished in the manner that most nearly preserves the benefit of the Parties’ bargain hereunder.
 
10.            Withholding of Taxes and Other Employee Deductions.  The Company may withhold from any payments or settlements made pursuant to Section 2 hereof all federal, state, local, and other taxes and withholdings as may be required pursuant to any law or governmental regulation or ruling.
 
11.        Continued Cooperation.  During and after Executive’s employment, Executive will provide the Company and, as applicable, the other Company Parties, with assistance, when reasonably requested by the Company, with respect to any matters related to Executive’s job responsibilities and otherwise providing information Executive obtained during the provision of the duties Executive performed for the Company and the other Company Parties, subject to reimbursement of Executive’s reasonable expenses incurred in complying with such requests for assistance.
 
12.          Reasonable Assistance with Claims, Audits, and Investigations.  During and after the Executive’s employment, Executive shall provide reasonable assistance to the Company and any other Company Party and its counsel in any litigation, audit, or governmental investigation matters with respect to which such Executive may have knowledge of relevant facts or evidence, subject to reimbursement of Executive’s reasonable expenses incurred in complying with such requests for assistance.
 
13.           Counterparts.  This Agreement may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.
 
7

14.          Third-Party Beneficiaries.  This Agreement and the Confirming Release shall be binding upon and inure to the benefit of the Company and each other Company Party that is not a signatory hereto, as each other Company Party that is not a signatory hereto shall be a third-party beneficiary of Executive’s release of claims, representations and covenants set forth in this Agreement and the Confirming Release.
 
15.         Section 409A.  This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to Executive in connection with Executive's termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date following the six-month anniversary of the applicable termination date or, if earlier, on Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to the Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are compliant with or exempt from Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A
 
16.         Amendment; Entire Agreement.  This Agreement may not be changed orally but only by an agreement in writing agreed to and signed by Executive and the Company.  This Agreement and the Confirming Release constitute the entire agreement of the Parties with regard to the subject matters hereof.
 
There are no oral agreements between Executive and the Company.  No promises or inducements have been offered except as set forth in this Agreement or the Confirming Release.  Executive and the Company acknowledge that, in executing this Agreement, neither Party has relied upon any representations or warranties of any other Party.  No promise or agreement which is not expressed in this Agreement and the Confirming Release has been made by the Company to Executive or by Executive to the Company in executing this Agreement.  Each Party agrees that any omissions of fact concerning the matters covered by this Agreement and the Confirming Release are of no consequence in the decision to execute this Agreement and the Confirming Release.
 
8

17.            Interpretation.  The section headings in this Agreement and the Confirming Release have been inserted for purposes of convenience and shall not be used for interpretive purposes.  The words “herein”, “hereof”, “hereunder,” and words of similar import, when used in this Agreement and the Confirming Release shall refer to this Agreement and the Confirming Release as a whole and not to any particular provision of this Agreement or the Confirming Release. The use herein of the word “including” following any general statement, term, or matter shall not be construed to limit such statement, term, or matter to the specific items or matters set forth immediately following such word or to similar items, or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.  The word “or” as used herein is not exclusive and is deemed to have the meaning “and/or.”  References in this Agreement and in the Confirming Release to any agreement, instrument, or other document mean such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and not prohibited by this Agreement.  No provision, uncertainty or ambiguity in or with respect to this Agreement or the Confirming Release shall be construed or resolved against any Party hereto, whether under any rule of construction or otherwise.  On the contrary, this Agreement and the Confirming Release has been reviewed by each of the Parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the Parties.
 
18.             Return of Property.  Executive acknowledges and agrees that, upon request of the Company, he will return to the Company all documents, files (including electronically stored information), and other materials constituting or reflecting confidential or proprietary information of the Company or any other Company Party, and any other property belonging to the Company or any other Company Party, including all computer files, electronically stored information, and other materials, and Executive shall not maintain a copy of any such materials in any form. Notwithstanding the previous sentence, provided that Executive first returns his cell phone and personal computer to the Company for the deletion of any information that the Company determines to be appropriate or necessary, the Company shall return Executive’s cell phone and personal computer to him to retain for his personal use.
 
19.            Assignment.  This Agreement is personal to Executive and may not be assigned by Executive. The Company may assign its rights and obligations under this Agreement and the Confirming Release without Executive’s consent, including to any other Company Party and to any successor (whether by merger, purchase, or otherwise) to all or substantially all of the equity, assets, or businesses of the Company.
 
20.            Reaffirmation of Release.  Executive shall execute the Resignation and Confirming Release Agreement that is attached as Exhibit A (the “Confirming Release”) and return the executed Confirming Release to the Company, care of Scott Thomas (Scott.Thomas@cirrus.com), so that it is received no later than the close of business on Executive’s last day of employment.
 
[Signatures begin on the following page]
 

9
 
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date(s) set forth beneath their signatures below.
 
 
CIRRUS LOGIC, INC.
 
 
 
 
 
By: /s/ Alan R. Schuele
 
 
 
Name: Al Schuele
 
 
 
Title: Chair of the Board
 
 
 
Date: October 30, 2020



 
JASON P. RHODE
   
 
 
  /s/ Jason Rhode
 
Jason P. Rhode
 
 
 
Date: October 30, 2020

10
 
EXHIBIT A

RESIGNATION AND CONFIRMING RELEASE AGREEMENT

This Resignation and Confirming Release Agreement (the “Confirming Release”) is that certain Confirming Release referenced in Section 20 of the Transition and General Release Agreement (the “Transition Agreement”), Cirrus Logic, Inc., a Delaware corporation (the “Company”), and Jason P. Rhode (“Executive”).  Executive’s acceptance of this Confirming Release becomes irrevocable and this Confirming Release becomes effective on the day Executive signs it.  Capitalized terms used herein that are not otherwise defined have the meanings assigned to them in the Transition Agreement.  In signing below, Executive agrees as follows:
 
1.             Complete Release of Claims.
 
(a)            For good and valuable consideration, including the consideration set forth in Section 2 of the Transition Agreement (and any portion thereof), which consideration Executive was not entitled to but for Executive’s entry into this Confirming Release, Executive hereby releases, discharges and forever acquits the Company and its Affiliates and subsidiaries, and each of the foregoing entities’ respective past, present and future members, partners (including general partners and limited partners), directors, trustees, officers, managers, employees, agents, attorneys, heirs, legal representatives, insurers, benefit plans (and their fiduciaries, administrators and trustees), and the successors and assigns of the foregoing, in their personal and representative capacities (collectively, the “Confirming Release Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to Executive’s ownership of any interest in any Confirming Release Company Party, Executive’s employment with any Confirming Release Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Executive executes this Agreement, including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended; (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (H) any federal, state or local wage and hour law; (I) the Age Discrimination in Employment Act of 1967, as amended; (J) any other local, state or federal law, regulation or ordinance; or (K) any public policy, contract, tort, or common law claim; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in or with respect to a Released Claim; (iii) any and all rights, benefits or claims Executive may have under any employment contract, severance plan, incentive compensation plan, or equity-based plan with any Confirming Release Company Party (including any award agreement) or to any ownership interest in any Confirming Release Company Party; and (iv) any claim for compensation or benefits of any kind not expressly set forth in this Confirming Release (collectively, the “Further Released Claims”). This Confirming Release is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious.  Rather, Executive is simply agreeing that, in exchange for any consideration received by him pursuant to Section 2 of the Transition Agreement, any and all potential claims of this nature that Executive may have against the Confirming Release Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Further Released Claims do not include any existing rights to indemnification and advancement of expenses incurred in connection with the same that Executive has under Delaware law or any agreement with the Company. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE CONFIRMING RELEASE COMPANY PARTIES.
 

(b)            Notwithstanding this release of liability, nothing in this Confirming Release prevents Executive from filing any non-legally waivable claim (including a challenge to the validity of this Confirming Release) with the EEOC or comparable state or local agency or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC or comparable state or local agency or cooperating in any such investigation or proceeding; however, Executive understands and agrees that Executive is waiving any and all rights to recover any monetary or personal relief or recovery from a Company Party as a result of such EEOC or comparable state or local agency or proceeding or subsequent legal actions.  Further, nothing in this Confirming Release prohibits or restricts Executive from filing a charge or complaint with, or cooperating in any investigation with, a Government Agency.  This Confirming Release does not limit Executive’s right to receive an award for information provided to a Government Agency.  Further, in no event shall the Further Released Claims include (i) any claim which arises after the date that this Agreement is executed by Executive or (ii) any claim to vested benefits under an employee benefit plan.
 
(c)            Executive hereby represents and warrants that, as of the time Executive executes this Agreement, Executive has not brought or joined any lawsuit or filed any charge or claim against any of the Company Parties in any court or before any Government Agency or arbitrator for or with respect to a matter, claim, or incident that occurred or arose out of one or more occurrences that took place on or prior to the time at which Executive signs this Agreement. Executive warrants and represents that (i) he is the sole owner of each and every claim, cause of action, and right compromised, settled, released or assigned pursuant to Section 3 of this Agreement and has not previously assigned, sold, transferred, conveyed, or encumbered same; (ii) he has the full right, power, capacity, and authority to enter into and execute this Agreement;  and (iii) he fully understands this Agreement releases any and all past claims regardless of whether he is now aware of such claims.
 
2.             Representations and Warranties Regarding Claims.  Executive hereby represents and warrants that, as of the date on which Executive signs this Confirming Release, Executive has not filed any claims, complaints, charges, or lawsuits against any of the Confirming Released Parties with any governmental agency or with any state or federal court or arbitrator for, or with respect to, a matter, claim, or incident that occurred or arose out of one or more occurrences that took place on or prior to the date on which Executive signs this Confirming Release.  Executive hereby further represents and warrants that Executive has not made any assignment, sale, delivery, transfer, or conveyance of any rights Executive has asserted or may have against any of the Confirming Released Parties with respect to any Further Released Claim.
 

3.             Executive’s Acknowledgements.  Executive acknowledges that:
 
(a)            Execution and delivery of this Confirming Release constitute resignation by Executive from employment with the Company and, if applicable, each of the other Company Parties; provided, however, that if Executive’s employment with the Company or any of the other Company Parties is extended beyond the Transition Completion Date because the Company and Executive execute and deliver prior to the Transition Completion Date a new written employment agreement or a written amendment to the Transition Agreement, this Section 3(a) shall have no force and effect to the extent it is inconsistent with the new agreement or amendment.
 
(b)            Executive has received all leaves (paid and unpaid) that Executive was owed or could be owed by the Company and each of the other Company Parties and Executive has received all salary, bonuses and other compensation that Executive has been owed by the Company Parties as of the date that Executive executes this Confirming Release (which amount does not include the consideration described in Section 2 of the Transition Agreement).
 
(c)            By executing and delivering this Confirming Release, Executive expressly acknowledges that:
 
(i)             Executive has carefully read this Agreement;
 
(ii)   No material changes have been made to the Transition Agreement or this Confirming Release since it was first provided to Executive and Executive has had at least 21 days to consider the Transition Agreement and this Confirming Release before the execution and delivery hereof to Company;
 
(iii)            Executive is receiving, pursuant to this Agreement, consideration in addition to anything of value to which he is already entitled, and Executive is not otherwise entitled to the consideration set forth in the Transition Agreement, but for his entry into the Transition Agreement and this Confirming Release;
 
(iv)          Executive has been advised, and hereby is advised in writing, to discuss this Confirming Release with an attorney of Executive’s choice and Executive has had an adequate opportunity to do so prior to executing this Confirming Release;
 
(v)    Executive fully understands the final and binding effect of this Confirming Release; the only promises made to Executive to sign this Confirming Release are those stated herein and in the Transition Agreement; and Executive is signing this Confirming Release knowingly, voluntarily and of Executive’s own free will, and that Executive understands and agrees to each of the terms of this Confirming Release and the Transition Agreement;
 
(vi)            The only matters relied upon by Executive and causing Executive to sign this Confirming Release are the provisions set forth in writing within the four corners of this Confirming Release and the Transition Agreement; and
 
(vii)            No Company Party has provided any tax or legal advice regarding this Confirming Release or the Transition Agreement and Executive has had an adequate opportunity to receive sufficient tax and legal advice from advisors of Executive’s own choosing such that Executive enters into this Confirming Release with full understanding of the tax and legal implications thereof.
 

(d)            Other than matters previously disclosed to the Board and outside auditors, Executive is not aware of any material act or omission on the part of any Company employee (including Executive), director or agent that may have violated any applicable law or regulation or otherwise exposed the Company or any other Company Party to any liability, whether criminal or civil, whether to any government, individual, shareholder or other entity.
 
4.             Amendment; Entire Agreement.  This Confirming Release may not be changed orally but only by an agreement in writing agreed to and signed by Executive and the Company.  The Transition Agreement and this Confirming Release constitute the entire agreement of the Parties with regard to the subject matters hereof. Notwithstanding the foregoing, the Transition Agreement and this Confirming Release complement (and do not supersede or replace) any other agreements between the Company or any of its Affiliates and Executive that impose restrictions on Executive with regard to confidentiality, non-competition, non-solicitation, or non-disparagement (including the award agreements referenced in Section 6 of the Transition Agreement).
 
There are no oral agreements between Executive and the Company.  No promises or inducements have been offered except as set forth in the Transition Agreement and this Confirming Release.  Executive and the Company acknowledge that, in executing this Confirming Release, neither Party has relied upon any representations or warranties of any other Party.  No promise or agreement which is not expressed in the Transition Agreement and this Confirming Release has been made by the Company to Executive or by Executive to the Company in executing this Confirming Release.  Each Party agrees that any omissions of fact concerning the matters covered by this the Transition Agreement and this Confirming Release are of no consequence in the decision to execute this Confirming Release.
 
5.             Return of Property.  Executive represents and warrants that Executive has returned to the Company all property belonging to the Company and any other Confirming Released Party, including all computer files and other electronically stored information, client materials, electronically stored information, and other materials provided to Executive by the Company or any other Confirming Released Party in the course of Executive’s employment and Executive further represents and warrants that Executive has not maintained a copy of any such materials in any form; provided, however, that the property described in the previous clause does not include any cell phones or personal computers that the Company has returned to Executive for him to retain for his personal use.
 
6.             Revocation Right.  Notwithstanding the initial effectiveness of this Confirming Release, Executive may revoke the delivery (and therefore the effectiveness) of this Confirming Release within the seven-day period beginning on the date Executive executes this Confirming Release (such seven day period being referred to herein as the “Confirming Release Revocation Period”).  To be effective, such revocation must be in writing signed by Executive and must be received by the Company, care of Scott Thomas (Scott.Thomas@cirrus.com) before 11:59 p.m., central time, on the last day of the Confirming Release Revocation Period.  If an effective revocation is delivered in the foregoing manner and timeframe, the release of claims set forth in Section 1 of this Confirming Release above will be of no force or effect, Executive will not receive the consideration set forth in Section 2 of the Transition Agreement, and the remainder of this Confirming Release will be in full force and effect.
 

EXECUTIVE HAS CAREFULLY READ THIS CONFIRMING RELEASE, FULLY UNDERSTANDS HIS AGREEMENT, AND SIGNS IT AS HIS OWN FREE ACT.
 

 
JASON P. RHODE
   
 
 
Jason P. Rhode
 
 
 
Date:

Exhibit 99.1

Cirrus Logic Reports Q2 FY21 Revenue of $347.3 Million

Announces CEO and Board Leadership Transition Plans

AUSTIN, Texas--(BUSINESS WIRE)--November 2, 2020--Cirrus Logic, Inc. (Nasdaq: CRUS) today posted on its website at http://investor.cirrus.com the quarterly Shareholder Letter that contains the complete financial results for the second quarter fiscal year 2021, which ended Sept. 26, 2020, as well as the company’s current business outlook.

“Cirrus Logic delivered revenue above the high end of guidance in the September quarter. We experienced solid sales across the breadth of our product portfolio, with particularly strong demand for components shipping in smartphones,” said Jason Rhode, chief executive officer. “During the quarter, we were pleased to have expanded the number of smartphones, tablets and wearables that are utilizing our technology. The company also reached several meaningful development milestones that we believe will fuel product diversification and growth opportunities in the coming years.”

The company also announced today that the Board of Directors has appointed current President John Forsyth, 47, as president and chief executive officer effective Jan. 1, 2021, at which time Jason Rhode will transition into his new role as executive fellow. “John’s strong leadership and strategic vision make him the right choice to lead Cirrus Logic into what we believe is a very bright future,” said Jason Rhode, chief executive officer. In addition, the company announced that David Tupman will become chair of the Board of Directors, effective the same date, succeeding Al Schuele ahead of his retirement prior to the next annual meeting of stockholders.

For more information on the CEO and Board leadership transition plans, please visit http://investor.cirrus.com/.

Reported Financial Results – Second Quarter FY21

  • Revenue of $347.3 million;
  • GAAP and non-GAAP gross margin of 51.9 percent;
  • GAAP operating expenses of $116.1 million and non-GAAP operating expenses of $97.8 million;
  • GAAP earnings per share of $0.99 and non-GAAP earnings per share of $1.26.

A reconciliation of GAAP to non-GAAP financial information is included in the tables accompanying this press release.

Business Outlook – Third Quarter FY21

  • Revenue is expected to range between $440 million and $480 million;
  • GAAP gross margin to be between 50 percent and 52 percent; and
  • Combined GAAP R&D and SG&A expenses to range between $121 million and $127 million, including approximately $15 million in stock-based compensation expense and $3 million in amortization of acquired intangibles.

Cirrus Logic will host a live Q&A session at 5 p.m. EST today to answer questions related to its financial results and business outlook. Participants may listen to the conference call on the Cirrus Logic website. Participants who would like to submit a question to be addressed during the call are requested to email investor.relations@cirrus.com. A replay of the webcast can be accessed on the Cirrus Logic website approximately two hours following its completion, or by calling (416) 621-4642, or toll-free at (800) 585-8367 (Access Code: 9088457).

Cirrus Logic, Inc.

Cirrus Logic is a leader in low-power, high-precision mixed-signal processing solutions that create innovative user experiences for the world’s top mobile and consumer applications. With headquarters in Austin, Texas, Cirrus Logic is recognized globally for its award-winning corporate culture. Check us out at www.cirrus.com.

Cirrus Logic, Cirrus and the Cirrus Logic logo are registered trademarks of Cirrus Logic, Inc. All other company or product names noted herein may be trademarks of their respective holders.

Use of non-GAAP Financial Information

To supplement Cirrus Logic's financial statements presented on a GAAP basis, the company has provided non-GAAP financial information, including non-GAAP net income, diluted earnings per share, operating income and profit, operating expenses, gross margin and profit, tax expense, tax expense impact on earnings per share, and effective tax rate. A reconciliation of the adjustments to GAAP results is included in the tables below. 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.

Safe Harbor Statement

Except for historical information contained herein, the matters set forth in this news release contain forward-looking statements including our statements about the company’s product diversification and growth opportunities in the coming years and our ability to lead the company into what we believe is a very bright future, along with estimates for the third quarter fiscal year 2021 revenue, gross margin, combined research and development and selling, general and administrative expense levels, stock compensation expense and amortization of acquired intangibles. In some cases, forward-looking statements are identified by words such as “expect,” “anticipate,” “target,” “project,” “believe,” “goals,” “opportunity,” “estimates,” “intend,” and variations of these types of words and similar expressions. In addition, any statements that refer to our plans, expectations, strategies or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are based on our current expectations, estimates, and assumptions and are subject to certain risks and uncertainties that could cause actual results to differ materially and readers should not place undue reliance on such statements. These risks and uncertainties include, but are not limited to, the following: the effects of the global COVID-19 outbreak and the measures taken to limit the spread of COVID-19, including any disruptions to our business that could result from measures to contain the outbreak that may be taken by governmental authorities in the jurisdictions in which we and our supply chain operate; the susceptibility of the markets we address to economic downturns, including as a result of the COVID-19 outbreak and the actions taken to mitigate the spread of COVID-19; the risks of doing business internationally, including increased import/export restrictions and controls (e.g., the effect of the U.S. Bureau of Industry and Security of the U.S. Department of Commerce placing Huawei Technologies Co., Ltd. and certain of its affiliates on the Bureau’s Entity List), imposition of trade protection measures (e.g., tariffs or taxes), security and health risks, possible disruptions in transportation networks, and other economic, social, military and geo-political conditions in the countries in which we, our customers or our suppliers operate; the level of orders and shipments during the third quarter of fiscal year 2021, customer cancellations of orders, or the failure to place orders consistent with forecasts, along with the risk factors listed in our Form 10-K for the year ended March 28, 2020 and in our other filings with the Securities and Exchange Commission, which are available at www.sec.gov. The foregoing information concerning our business outlook represents our outlook as of the date of this news release, and we expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new developments or otherwise.

Summary financial data follows:

 
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
(unaudited)
(in thousands, except per share data)










 

Three Months Ended
Six Months Ended










 

Sep. 26,
Jun. 27,
Sep. 28,
Sep. 26,
Sep. 28,

2020


2020


2019


2020


2019



Q2'21
Q1'21
Q2'20
Q2'21
Q2'20
Portable products

$

312,911

 


$

210,661

 


$

349,379

 


$

523,572

 


$

552,317

 


Non-portable and other products

 

34,414

 


 

31,912

 


 

39,533

 


 

66,326

 


 

74,848

 


Net sales

 

347,325

 


 

242,573

 


 

388,912

 


 

589,898

 


 

627,165

 


Cost of sales

 

167,115

 


 

115,101

 


 

180,979

 


 

282,216

 


 

296,738

 


Gross profit

 

180,210

 


 

127,472

 


 

207,933

 


 

307,682

 


 

330,427

 


Gross margin

 

51.9

%


 

52.6

%


 

53.5

%


 

52.2

%


 

52.7

%












 
Research and development

 

84,810

 


 

78,741

 


 

88,239

 


 

163,551

 


 

177,069

 


Selling, general and administrative

 

31,247

 


 

29,704

 


 

33,018

 


 

60,951

 


 

62,538

 


Restructuring costs

 

-

 


 

352

 


 

-

 


 

352

 


 

-

 


Total operating expenses

 

116,057

 


 

108,797

 


 

121,257

 


 

224,854

 


 

239,607

 












 
Income from operations

 

64,153

 


 

18,675

 


 

86,676

 


 

82,828

 


 

90,820

 












 
Interest income

 

1,378

 


 

1,576

 


 

2,250

 


 

2,954

 


 

4,535

 


Other income (expense)

 

784

 


 

111

 


 

(568

)


 

895

 


 

(946

)


Income before income taxes

 

66,315

 


 

20,362

 


 

88,358

 


 

86,677

 


 

94,409

 


Provision for income taxes

 

6,829

 


 

2,153

 


 

12,148

 


 

8,982

 


 

13,581

 


Net income

$

59,486

 


$

18,209

 


$

76,210

 


$

77,695

 


$

80,828

 












 
Basic earnings per share:

$

1.02

 


$

0.31

 


$

1.31

 


$

1.33

 


$

1.39

 


Diluted earnings per share:

$

0.99

 


$

0.30

 


$

1.27

 


$

1.29

 


$

1.34

 












 
Weighted average number of shares:









Basic

 

58,191

 


 

58,313

 


 

58,011

 


 

58,252

 


 

58,276

 


Diluted

 

60,127

 


 

60,280

 


 

60,213

 


 

60,203

 


 

60,260

 












 
Prepared in accordance with Generally Accepted Accounting Principles










 

RECONCILIATION BETWEEN GAAP AND NON-GAAP FINANCIAL INFORMATION
(unaudited, in thousands, except per share data)
(not prepared in accordance with GAAP)










 
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. As a note, 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.

Three Months Ended
Six Months Ended









 

Sep. 26,


Jun. 27,


Sep. 28,


Sep. 26,


Sep. 28,


2020


2020


2019


2020


2019

Net Income Reconciliation Q2'21
Q1'21
Q2'20
Q2'21
Q2'20
GAAP Net Income

$

59,486

 


$

18,209

 


$

76,210

 


$

77,695

 


$

80,828

 

Amortization of acquisition intangibles

 

2,998

 


 

2,998

 


 

6,722

 


 

5,996

 


 

13,950

 

Stock-based compensation expense

 

15,476

 


 

13,306

 


 

13,759

 


 

28,782

 


 

25,545

 

Restructuring costs

 

-

 


 

352

 


 

-

 


 

352

 


 

-

 

Adjustment to income taxes

 

(2,293

)


 

(2,982

)


 

(3,417

)


 

(5,275

)


 

(6,220

)

Non-GAAP Net Income

$

75,667

 


$

31,883

 


$

93,274

 


$

107,550

 


$

114,103

 










 
Earnings Per Share Reconciliation








GAAP Diluted earnings per share

$

0.99

 


$

0.30

 


$

1.27

 


$

1.29

 


$

1.34

 

Effect of Amortization of acquisition intangibles

 

0.05

 


 

0.05

 


 

0.11

 


 

0.10

 


 

0.23

 

Effect of Stock-based compensation expense

 

0.26

 


 

0.22

 


 

0.23

 


 

0.48

 


 

0.42

 

Effect of Restructuring costs

 

-

 


 

0.01

 


 

-

 


 

0.01

 


 

-

 

Effect of Adjustment to income taxes

 

(0.04

)


 

(0.05

)


 

(0.06

)


 

(0.09

)


 

(0.10

)

Non-GAAP Diluted earnings per share

$

1.26

 


$

0.53

 


$

1.55

 


$

1.79

 


$

1.89

 










 
Operating Income Reconciliation








GAAP Operating Income

$

64,153

 


$

18,675

 


$

86,676

 


$

82,828

 


$

90,820

 

GAAP Operating Profit

 

18.5

%


 

7.7

%


 

22.3

%


 

14.0

%


 

14.5

%

Amortization of acquisition intangibles

 

2,998

 


 

2,998

 


 

6,722

 


 

5,996

 


 

13,950

 

Stock-based compensation expense - COGS

 

197

 


 

207

 


 

254

 


 

404

 


 

495

 

Stock-based compensation expense - R&D

 

9,235

 


 

8,653

 


 

7,830

 


 

17,888

 


 

15,070

 

Stock-based compensation expense - SG&A

 

6,044

 


 

4,446

 


 

5,675

 


 

10,490

 


 

9,980

 

Restructuring costs

 

-

 


 

352

 


 

-

 


 

352

 


 

-

 

Non-GAAP Operating Income

$

82,627

 


$

35,331

 


$

107,157

 


$

117,958

 


$

130,315

 

Non-GAAP Operating Profit

 

23.8

%


 

14.6

%


 

27.6

%


 

20.0

%


 

20.8

%










 
Operating Expense Reconciliation








GAAP Operating Expenses

$

116,057

 


$

108,797

 


$

121,257

 


$

224,854

 


$

239,607

 

Amortization of acquisition intangibles

 

(2,998

)


 

(2,998

)


 

(6,722

)


 

(5,996

)


 

(13,950

)

Stock-based compensation expense - R&D

 

(9,235

)


 

(8,653

)


 

(7,830

)


 

(17,888

)


 

(15,070

)

Stock-based compensation expense - SG&A

 

(6,044

)


 

(4,446

)


 

(5,675

)


 

(10,490

)


 

(9,980

)

Restructuring costs

 

-

 


 

(352

)


 

-

 


 

(352

)


 

-

 

Non-GAAP Operating Expenses

$

97,780

 


$

92,348

 


$

101,030

 


$

190,128

 


$

200,607

 










 
Gross Margin/Profit Reconciliation








GAAP Gross Profit

$

180,210

 


$

127,472

 


$

207,933

 


$

307,682

 


$

330,427

 

GAAP Gross Margin

 

51.9

%


 

52.6

%


 

53.5

%


 

52.2

%


 

52.7

%

Stock-based compensation expense - COGS

 

197

 


 

207

 


 

254

 


 

404

 


 

495

 

Non-GAAP Gross Profit

$

180,407

 


$

127,679

 


$

208,187

 


$

308,086

 


$

330,922

 

Non-GAAP Gross Margin

 

51.9

%


 

52.6

%


 

53.5

%


 

52.2

%


 

52.8

%










 
Effective Tax Rate Reconciliation








GAAP Tax Expense

$

6,829

 


$

2,153

 


$

12,148

 


$

8,982

 


$

13,581

 

GAAP Effective Tax Rate

 

10.3

%


 

10.6

%


 

13.7

%


 

10.4

%


 

14.4

%

Adjustments to income taxes

 

2,293

 


 

2,982

 


 

3,417

 


 

5,275

 


 

6,220

 

Non-GAAP Tax Expense

$

9,122

 


$

5,135

 


$

15,565

 


$

14,257

 


$

19,801

 

Non-GAAP Effective Tax Rate

 

10.8

%


 

13.9

%


 

14.3

%


 

11.7

%


 

14.8

%










 
Tax Impact to EPS Reconciliation








GAAP Tax Expense

$

0.11

 


$

0.04

 


$

0.20

 


$

0.15

 


$

0.23

 

Adjustments to income taxes

 

0.04

 


 

0.05

 


 

0.06

 


 

0.09

 


 

0.10

 

Non-GAAP Tax Expense

$

0.15

 


$

0.09

 


$

0.26

 


$

0.24

 


$

0.33

 

CONSOLIDATED CONDENSED BALANCE SHEET
unaudited; in thousands







Sep. 26,
Mar. 28,
Sep. 28,






2020


2020


2019



ASSETS









Current assets










Cash and cash equivalents

$

247,536

 


$

292,119

 


$

221,937

 




Marketable securities

 

36,641

 


 

22,008

 


 

22,563

 




Accounts receivable, net

 

181,496

 


 

153,998

 


 

217,962

 




Inventories


 

209,050

 


 

146,725

 


 

144,829

 




Other current assets

 

34,508

 


 

35,346

 


 

44,729

 




Total current Assets

 

709,231

 


 

650,196

 


 

652,020

 













 

Long-term marketable securities

 

328,255

 


 

283,573

 


 

238,741

 



Right-of-use lease assets

 

137,045

 


 

141,274

 


 

142,834

 



Property and equipment, net

 

153,640

 


 

158,244

 


 

178,420

 



Intangibles, net


 

27,898

 


 

34,430

 


 

54,780

 



Goodwill


 

287,673

 


 

287,088

 


 

285,321

 



Deferred tax asset


 

7,899

 


 

10,052

 


 

9,026

 



Other assets


 

48,223

 


 

27,820

 


 

22,489

 




Total assets


$

1,699,864

 


$

1,592,677

 


$

1,583,631

 













 

LIABILITIES AND STOCKHOLDERS' EQUITY






Current liabilities










Accounts payable

$

99,105

 


$

78,412

 


$

109,374

 




Accrued salaries and benefits

 

41,707

 


 

42,439

 


 

34,870

 




Lease liability


 

13,994

 


 

13,580

 


 

13,751

 




Other accrued liabilities

 

23,237

 


 

24,206

 


 

34,801

 




Total current liabilities

 

178,043

 


 

158,637

 


 

192,796

 













 

Non-current lease liability

 

128,570

 


 

129,312

 


 

133,105

 



Non-current income taxes

 

66,503

 


 

71,143

 


 

76,847

 



Other long-term liabilities

 

9,917

 


 

3,806

 


 

2,258

 













 

Stockholders' equity:









Capital stock


 

1,466,978

 


 

1,434,929

 


 

1,392,650

 




Accumulated deficit

 

(155,260

)


 

(201,681

)


 

(213,274

)




Accumulated other comprehensive income (loss)

 

5,113

 


 

(3,469

)


 

(751

)




Total stockholders' equity

 

1,316,831

 


 

1,229,779

 


 

1,178,625

 




Total liabilities and stockholders' equity

$

1,699,864

 


$

1,592,677

 


$

1,583,631

 













 
Prepared in accordance with Generally Accepted Accounting Principles

 

Contacts

Investor Contact:
Thurman K. Case
Chief Financial Officer
Cirrus Logic, Inc.
(512) 851-4125
Investor.Relations@cirrus.com

Exhibit 99.2

 INSERT COVER  
 
 November 2, 2020Dear Shareholders,Today the company announced the Board of Directors is appointing current President John Forsyth as president and chief executive officer effective January 1, 2021. At that time, Jason Rhode will step down as chief executive officer and director and continue to support John and the leadership team as an executive fellow. In this new role he will work with John following the transition of the CEO responsibilities, as well as continuing to be directly involved in customer relationships and talent development within the company. Under Jason’s leadership the company went through a strategic and cultural transformation that resulted in significant financial growth, a broader product portfolio and excellent relationships with some of the best customers in the world. Building on this solid foundation, we are excited to begin the next chapter and believe John’s strong leadership skills and strategic vision will drive increased long-term value for our shareholders, employees and customers. The company also announced that David Tupman will become chair of the Board of Directors, effective the same date, succeeding Al Schuele ahead of his retirement prior to the next annual meeting of stockholders. We want to take this opportunity to thank Al for his outstanding stewardship as chair of the board over the past eight years. David brings an extremely valuable and deep understanding of engineering and product design, and the leadership team looks forward to working with him in this new capacity. As we move forward, we intend to continue to leverage our mixed-signal processing expertise to diversify our product portfolio and expand our addressable market in new application areas. The company also continues to execute on a number of initiatives in our core smart codec, amplifier and haptic businesses that we believe will bring further growth opportunities in the coming years. Turning to our results, Cirrus Logic delivered Q2 FY21 revenue of $347.3 million, as stronger-than-anticipated orders for components shipping into smartphones, and to a lesser extent, tablets and truly wireless headsets drove sales significantly above our expectations. GAAP and non-GAAP earnings per share in Q2 FY21 was $0.99 and $1.26, respectively. During the quarter, a number of devices were introduced utilizing our components, and we ramped shipments with multiple customers ahead of new product launches in the second half of the calendar year. Due to COVID-19 the majority of our employees continue to work remotely. Despite these challenging circumstances, in the September quarter we made significant progress on several key development programs and completed multiple product tape outs that are expected to begin sampling to customers in the coming months. Our employees’ focus and execution has ensured that these initiatives met anticipated timelines with minimal or no impact to customers.   1 
 

 August 3, 2020Dear Shareholders,Today the company announced the Board of Directors is appointing current President John Forsyth as president and chief executive officer effective January 1, 2021. At that time, Jason Rhode will step down as chief executive officer and director and continue to support John and the leadership team as an executive fellow. In this new role he will work with John following the transition of the CEO responsibilities, as well as continuing to be directly involved in customer relationships and talent development within the company. Under Jason’s leadership the company went through a strategic and cultural transformation that resulted in significant financial growth, a broader product portfolio and excellent relationships with some of the best customers in the world. Building on this solid foundation, we are excited to begin the next chapter and believe John’s strong leadership skills and strategic vision will drive increased long-term value for our shareholders, employees and customers. The company also announced that David Tupman will become chair of the Board of Directors, effective the same date, succeeding Al Schuele ahead of his retirement prior to the next annual meeting of stockholders. We want to take this opportunity to thank Al for his outstanding stewardship as chair of the board over the past eight years. David brings an extremely valuable and deep understanding of engineering and product design, and the leadership team looks forward to working with him in this new capacity. As we move forward, we intend to continue to leverage our mixed-signal processing expertise to diversify our product portfolio and expand our addressable market in new application areas. The company also continues to execute on a number of initiatives in our core smart codec, amplifier and haptic businesses that we believe will bring further growth opportunities in the coming years. Turning to our results, Cirrus Logic delivered Q2 FY21 revenue of $347.3 million, as stronger-than-anticipated orders for components shipping into smartphones, and to a lesser extent, tablets and truly wireless headsets drove sales significantly above our expectations. GAAP and non-GAAP earnings per share in Q2 FY21 was $0.99 and $1.26, respectively. During the quarter, a number of devices were introduced utilizing our components, and we ramped shipments with multiple customers ahead of new product launches in the second half of the calendar year. Due to COVID-19 the majority of our employees continue to work remotely. Despite these challenging circumstances, in the September quarter we made significant progress on several key development programs and completed multiple product tape outs that are expected to begin sampling to customers in the coming months. Our employees’ focus and execution has ensured that these initiatives met anticipated timelines with minimal or no impact to customers.   2 
 
 *Complete GAAP to Non-GAAP reconciliations available on page 13$ millions, except EPSRevenue and Gross MarginsRevenue for the September quarter was $347.3 million, up 43 percent sequentially and down 11 percent year over year. The sequential increase in revenue was driven by higher unit volumes for certain components shipping in smartphones and, to a lesser extent, new content in smartphones and wearables. The year-over-year decline reflects a reduction in unit volumes for components shipping in smartphones, headwinds with certain wired headset products and, to a lesser extent, a previously noted decline in smart codec sales in Android. This was partially offset by new content in smartphones, wearables and tablets. In Q2 FY21, one customer contributed 82 percent of total revenue. Our relationship with our largest customer remains outstanding with design activity continuing across numerous products. While we understand there is intense interest in this customer, in accordance with our policy we do not discuss specifics about our business relationship.   Figure A: Cirrus Logic Q2 FY21 Results     GAAP  Adj.  Non-GAAP*  Revenue   $347.3     $347.3  Gross Profit  $180.2  $0.2  $180.4  Gross Margin   51.9%     51.9%  Operating Expense  $116.1  ($18.3)  $97.8  Operating Income   $64.1  $18.5  $82.6  Operating Profit   18.5%     23.8%  Interest Income   $1.4     $1.4  Other Income  $0.8     $0.8  Income Tax Expense   $6.8  $2.3  $9.1  Net Income  $59.5  $16.2  $75.7  Diluted EPS  $0.99  $0.27  $1.26  3 
 
 In the December quarter, we expect revenue to range from $440 million to $480 million, up 33 percent sequentially and 23 percent year over year at the midpoint. Guidance reflects anticipated shipments of certain components into smartphones as new product launches continue to ramp in the back half of the calendar year. We also anticipate strong demand for components shipping in tablets. The company’s guidance is based on many factors, including direct input from our customers, external market sources, information from our supply chain partners and our own historical knowledge and experience. However, as noted elsewhere in the company’s discussion of risk factors, our customers can, and frequently do, change individual orders on short notice. As a result, small changes in timing could cause material swings in revenue for each quarter. While this generally has little to do with the health of our business, it does make predicting the revenue split between quarters particularly challenging. GAAP and non-GAAP gross margin in the September quarter was 51.9 percent, compared to 52.6 percent in Q1 FY21 and 53.5 percent in Q2 FY20. The sequential decline in gross margin is primarily due to a shift in product mix, which was offset somewhat by supply chain efficiencies. The year-over-year decline reflects a shift in product mix, which was offset by supply chain efficiencies, partially due to cost reductions associated with exiting the MEMS product line. We expect gross margin to range from 50 percent to 52 percent for the remaining quarters of FY21.   Figure B: Cirrus Logic Revenue Q4 FY19 to Q3 FY21 (M)   *Midpoint of guidance as of November 2, 2020  1 
 
 Operating Profit, Earnings and CashOperating profit for Q2 FY21 was approximately 18.5 percent on a GAAP basis and 23.8 percent on a non-GAAP basis. GAAP operating expense was $116.1 million, up $7.3 million sequentially and down $5.2 million year over year. GAAP operating expense included approximately $15.3 million in stock-based compensation and $3 million in amortization of acquired intangibles. Non-GAAP operating expense was $97.8 million, up $5.4 million sequentially and down $3.3 million year over year. The primary drivers of the changes in GAAP and non-GAAP operating expense for Q2 FY21 are detailed below in order of significance in Figure C.   Q/Q    Y/Y      Variable compensation    Amortization of acquisition intangibles*    Stock-based compensation*    Amortization and depreciation costs on non-acquisition-related assets    Product development     Product development     Facilities-related expenses     Stock-based compensation*    Employee-related expenses                                          GAAP R&D and SG&A expenses for Q3 FY21 are expected to range from $121 million to $127 million, including roughly $15 million in stock-based compensation and $3 million in amortization of acquired intangibles. The forecasted operating expense reflects a sequential increase in variable compensation and employee-related expenses. The company’s total headcount exiting Q2 was 1,480.  Figure C: Primary Drivers of Operating Expenses    2  *Excluded from non-GAAP operating expenses 
 
 Figure D: GAAP R&D and SG&A Expenses (M)/Headcount Q4 FY19 to Q3 FY21   *Reflects midpoint of combined R&D and SG&A guidance as of November 2, 2020  GAAP earnings per share for the September quarter was $0.99, compared to $0.30 the prior quarter and $1.27 in Q2 FY20. Non-GAAP earnings per share for the quarter was $1.26, versus $0.53 in Q1 FY21 and $1.55 in Q2 FY20.Our ending cash balance in the September quarter was $612 million, up from $606.1 million the prior quarter. Cash from operations for the quarter was approximately $41.6 million. During the quarter, we utilized $30 million to repurchase 475,733 shares at an average price of $63.06. As of September 26, 2020, the company has $90 million remaining in its current share repurchase authorization. We expect to continue to generate strong cash flow in FY21 and will evaluate potential uses of this cash, including acquisitions and the repurchase of shares on an opportunistic basis. Net interest income is currently expected to be approximately $1 million in Q3 FY21. Taxes and Inventory For the September quarter, we realized GAAP tax expense of $6.8 million on GAAP pre-tax income of $66.3 million, resulting in an effective tax rate of 10.3 percent. Non-GAAP tax expense for the quarter was $9.1 million on non-GAAP pre-tax income of $84.8 million, resulting in an effective tax rate of 10.8 percent. Both GAAP and non-GAAP tax expense for the September quarter include the favorable impact of a remeasurement of tax reserves recorded in prior periods. Non-GAAP tax   3 
 
 expense for the quarter includes the effect of higher non-GAAP income in various jurisdictions. We expect the worldwide non-GAAP effective tax rate to be approximately 14 percent to 15 percent for the remaining quarters of FY21. We expect that our worldwide non-GAAP effective tax rate in FY22 will range from 14 percent to 16 percent. Q2 FY21 inventory was $209.1 million, up from $199.3 million in Q1 FY21. In Q3 FY21, we expect a meaningful decrease in inventory from the prior quarter as we continue to fulfill ongoing demand for certain high-volume products. Company Strategy In the September quarter, we made excellent progress in both our customer engagements and development activities. The number of smartphone, wearable and tablet designs in which our products ship grew, and we were particularly excited to see new content featured in several recently-launched high-volume products. Additionally, during the quarter we taped out a number of devices that are expected to be important drivers of growth in the future. With an extensive portfolio and compelling roadmap, the company is capitalizing on growing demand for mixed-signal processing components that deliver a premium user experience while minimizing power consumption.Design activity and customer interest during the quarter in our second-generation smart codec targeting general market truly wireless headsets were healthy, and we expect several premium products to be introduced in the first half of calendar 2021. This ultra-low power device features hybrid active noise cancellation, high-quality audio playback, environmental listening, hearing augmentation and personal sound amplification (PSAP) modes of operation. In keeping with the rapid pace of innovation in this segment, we expect to tape out the next generation of this product in Q3 FY21, bringing further enhancements to these functions along with reductions in power consumption. We are delighted with the progress of our amplifier product line this past quarter, as design momentum was strong and a variety of new devices using our components were introduced. In the Android market, we grew our penetration across numerous customers, including broad adoption in the “Mi” flagship and “RedMi” mid-tier models at Xiaomi. Our expansion is driven by our dedication to strong engineering collaboration with customers who are keen to innovate, our rich portfolio of boosted amplifier products, and the introduction of next generation devices. Our latest generation amplifier enables significantly louder sound and enhanced dynamics coupled with higher power capability and improved battery-management technology. We expect flagship smartphones utilizing this component to come to market in the first half of calendar 2021. Sales in non-mobile phone applications continued to grow during the quarter as several high-volume tablets and wearables were launched, and we began shipping to a new tablet customer. Our progress included   7 
 
 8  shipping a new component in a flagship wearable that leverages our amplifier and haptic technology, resulting in a unique, high-performance solution that reduces board space and complexity for our customer. With a solid pipeline of design wins for the coming year, our amplifier business remains a strong driver of both growth and diversification. We are also shipping our haptic drivers in several recently introduced high-volume smartphones and wearables. Customer engagements and design activity for our haptic driver and sensing solutions were encouraging. Interest in solutions that enable compelling user experiences for smartphones, wearables, tablets, laptops and AR/VR headsets is expanding. During the quarter, we taped out our next generation haptic driver with enhanced signal processing capability that enables advanced closed-loop algorithms to extend our technology leadership in this application space. We expect to begin sampling this product to customers in the December quarter. In addition, we recently teamed with a partner to complete a reference design for virtual button applications in Android smartphones with our latest haptic driver and integrated sensing technology. Our haptic driver portfolio now comprises a range of products addressing different price and feature requirements suited to a variety of applications. We are also investing in further advances in haptic sensing and feedback technologies. We believe we are well-placed to continue our leadership position in haptic driver and sensing solutions as that market expands. Cirrus Logic is investing in intellectual property and technologies that will expand the range of ways in which we can bring our mixed-signal design and low-power processing expertise to our customers. We continue to believe there are sizeable opportunities in our traditional categories, and the company is investing in many areas that will further our core technologies, for example our technical progress and customer engagement towards a 22-nanometer product. In addition, we are allocating an increasing portion of our R&D spend to a number of new mixed-signal domains that have the potential to contribute to long-term growth and further product diversification, such as those reflected in recent content gains. During the quarter, shipments of the company’s first-generation closed-loop controller that enables advanced imaging features across a range of devices accelerated ahead of new product launches in the back half of the year. We have a robust technology and intellectual property roadmap in this category and expect to expand our portfolio to meet the ongoing size, performance and power needs of this application space. Additionally, we taped out our first-generation power conversion and control IC, and our engineering teams are working with a key customer to validate the silicon. With outstanding customer relationships, increased product diversification and continued design innovation that broadens our addressable market, we are excited to leverage both near- and long-term opportunities to create greater shareholder value.  
 
 Summary and Guidance For the December quarter we expect the following results:Revenue to range between $440 million and $480 million; GAAP gross margin to be between 50 percent and 52 percent; and Combined GAAP R&D and SG&A expenses to range between $121 million and $127 million, including approximately $15 million in stock-based compensation expense and $3 million in amortization of acquired intangibles; In summary, we are pleased with our results in the September quarter, as we experienced broad-based demand for components across our portfolio, particularly those shipping in smartphones, which resulted in revenue significantly above our initial expectations. With a solid pipeline of products coming to market over the next several years, a deep commitment to investing in innovative technology and proven track record of execution, we believe Cirrus Logic is well positioned for growth in audio, voice and other adjacent product domains. Sincerely,    Jason RhodeChief Executive Officer    John ForsythPresident    Thurman CaseChief Financial Officer  Conference Call Q&A SessionCirrus Logic will host a live Q&A session at 5 p.m. EST today to answer questions related to its financial results and business outlook. Participants may listen to the conference call on the Cirrus Logic website. Participants who would like to submit a question to be addressed during the call are requested to email investor.relations@cirrus.com.A replay of the webcast can be accessed on the Cirrus Logic website approximately two hours following its completion, or by calling (416) 621-4642 or toll free at (800) 585-8367 (Access Code: 9088457).   9 
 
 Use of Non-GAAP Financial InformationTo 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 and profit, operating expenses, gross margin and profit, tax expense, tax expense impact on earnings per share, and effective tax rate. A reconciliation of the adjustments to GAAP results is included in the tables below. We are also providing guidance on our non-GAAP expected effective tax rate. We are not able to provide guidance on our GAAP tax rate or a related reconciliation without unreasonable efforts since our future GAAP tax rate depends on our future stock price and related stock-based compensation information that is not currently available.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. Safe Harbor StatementExcept for historical information contained herein, the matters set forth in this shareholder letter contain forward-looking statements, including statements about our belief that we will continue to drive increased long-term value for our shareholders, employees and customers; our ability to diversify our product portfolio and expand our addressable market in new application areas; our expectations for further growth opportunities in the coming years; our expectations for gross margin for the remaining quarters of fiscal year 2021; product tape outs, product introductions, and sampling to customers over the next year; our expectation of strong demand for components shipping in tablets; our belief that we are well-placed to continue our leadership position in haptic driver and sensing solutions as that market expands; our position for growth in audio, voice and other adjacent product domains; our ability to continue to generate strong cash flow in fiscal year 2021; effective tax rates for the remaining quarters of fiscal year 2021 and the full fiscal year 2022; the ability of our amplifier business to remain a strong driver of both growth and diversification; our ability to leverage both near- and long-term opportunities to create greater shareholder value; and our forecasts for the third quarter of fiscal year 2021 revenue, profit, net interest income, gross margin, combined research and development and selling, general and administrative expense levels, stock-based compensation expense, amortization of acquired intangibles and inventory levels. In some cases, forward-looking statements are identified by words such as “emerge,” “expect,” “anticipate,” “foresee,” “target,” “project,” “believe,” “goals,” “opportunity,” “estimates,” “intend,” “will,” and variations of these types of words and similar expressions. In addition, any statements that refer to our plans, expectations, strategies or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are based on our current expectations, estimates and assumptions and are subject to certain risks and uncertainties that could cause actual results to differ materially and readers should not place undue reliance on such statements. These risks and uncertainties include, but are not limited to, the   10 
 
 following: the level and timing of orders and shipments during the third quarter of fiscal year 2021, customer cancellations of orders, or the failure to place orders consistent with forecasts; changes with respect to our current expectations of future smartphone unit volumes; any delays in the timing and/or success of customers’ new product ramps; failure to win new designs or additional content as expected at Android customers; the risks of doing business internationally, including increased import/export restrictions and controls (e.g., the effect of the U.S. Bureau of Industry and Security of the U.S. Department of Commerce placing Huawei Technologies Co., Ltd. and certain of its affiliates on the Bureau’s Entity List), imposition of trade protection measures (e.g., tariffs or taxes), security and health risks, possible disruptions in transportation networks, and other economic, social, military and geo-political conditions in the countries in which we, our customers or our suppliers operate; and the risk factors listed in our Form 10-K for the year ended March 28, 2020 and in our other filings with the Securities and Exchange Commission, which are available at www.sec.gov. The foregoing information concerning our business outlook represents our outlook as of the date of this news release, and we expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new developments or otherwise.Special Statement Concerning Risks Associated with the COVID-19 Pandemic and Our Forward-Looking DisclosuresWe face risks related to global health epidemics that could impact our sales, supply chain and operations, resulting in significantly reduced revenue and adversely affecting operating results. On March 11, 2020, the World Health Organization declared a pandemic related to a novel coronavirus (now termed COVID-19). While we expect the impacts of COVID-19 to have an adverse effect on our business, financial condition and results of operations, we are unable to predict the extent or nature of these impacts at this time. The COVID-19 pandemic will likely heighten or exacerbate many of the other risks described in the risk factors listed in our Form 10-K for the year ended March 28, 2020 and in our other filings with the Securities and Exchange Commission.Although we have not experienced a signification reduction in our overall productivity during fiscal year 2021 to date, we have experienced, and expect to continue to experience, disruptions to our business operations resulting from remote work arrangements for the majority of our employees, the implementation of certain measures at our facilities worldwide to protect our employees’ health and safety, government stay-at-home directives, quarantines, self-isolations, travel restrictions, or other restrictions on the ability of our employees to perform their jobs that may impact our ability to develop and design our products in a timely manner, meet required milestones, or win new business. Any increased or additional disruptions to our business operations due to these restrictions would likely impact our ability to continue to maintain current levels of productivity. In the longer term, the COVID-19 pandemic is likely to continue to adversely affect the economies and financial markets of many countries, leading to a global economic downturn and potentially a recession. This would likely adversely affect the demand environment for our products and those of our customers, particularly consumer products such as smartphones, which may, in turn negatively affect our revenue and operating results.   11 
 
 Cirrus Logic, Cirrus, and the Cirrus Logic logo are registered trademarks of Cirrus Logic, Inc. All other company or product names noted herein may be trademarks of their respective holders.  Summary of Financial Data Below:   CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS                      (unaudited)                      (in thousands, except per share data)                                              Three Months Ended            Six Months Ended                                Sep. 26,    Jun. 27,    Sep. 28,    Sep. 26,    Sep. 28,      2020    2020    2019    2020    2019      Q2'21    Q1'21    Q2'20    Q2'21    Q2'20    Portable products   $ 312,911      $ 210,661      $ 349,379      $ 523,572      $ 552,317     Non-portable and other products   34,414      31,912      39,533      66,326      74,848     Net sales   347,325      242,573      388,912      589,898      627,165     Cost of sales   167,115      115,101      180,979      282,216      296,738      Gross profit   180,210      127,472      207,933      307,682      330,427      Gross margin  51.9%    52.6%    53.5%    52.2%    52.7%                           Research and development   84,810      78,741      88,239      163,551      177,069      Selling, general and administrative   31,247      29,704      33,018      60,951      62,538      Restructuring costs   -      352      -      352      -      Total operating expenses   116,057      108,797      121,257      224,854      239,607                           Income from operations   64,153      18,675      86,676      82,828      90,820                           Interest income   1,378      1,576      2,250      2,954      4,535     Other income (expense)   784      111      (568)     895      (946)    Income before income taxes   66,315      20,362      88,358      86,677      94,409     Provision for income taxes   6,829      2,153      12,148      8,982      13,581     Net income   $ 59,486      $ 18,209      $ 76,210      $ 77,695      $ 80,828                           Basic earnings per share:   $ 1.02      $ 0.31      $ 1.31      $ 1.33      $ 1.39     Diluted earnings per share:   $ 0.99      $ 0.30      $ 1.27      $ 1.29      $ 1.34                           Weighted average number of shares:                       Basic   58,191      58,313      58,011      58,252      58,276      Diluted   60,127      60,280      60,213      60,203      60,260                           Prepared in accordance with Generally Accepted Accounting Principles                      12 
 
 RECONCILIATION BETWEEN GAAP AND NON-GAAP FINANCIAL INFORMATION                      (unaudited, in thousands, except per share data)                      (not prepared in accordance with GAAP)                                            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. As a note, 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.                                               Three Months Ended            Six Months Ended                                Sep. 26,    Jun. 27,    Sep. 28,    Sep. 26,    Sep. 28,      2020    2020    2019    2020    2019    Net Income Reconciliation  Q2'21    Q1'21    Q2'20    Q2'21    Q2'20    GAAP Net Income    $ 59,486      $ 18,209      $ 76,210      $ 77,695      $ 80,828     Amortization of acquisition intangibles   2,998      2,998      6,722      5,996      13,950     Stock-based compensation expense   15,476      13,306      13,759      28,782      25,545     Restructuring costs   -      352      -      352      -     Adjustment to income taxes   (2,293)     (2,982)     (3,417)     (5,275)     (6,220)    Non-GAAP Net Income   $ 75,667      $ 31,883      $ 93,274      $ 107,550      $ 114,103                           Earnings Per Share Reconciliation                      GAAP Diluted earnings per share   $ 0.99      $ 0.30      $ 1.27      $ 1.29      $ 1.34     Effect of Amortization of acquisition intangibles   0.05      0.05      0.11      0.10      0.23     Effect of Stock-based compensation expense   0.26      0.22      0.23      0.48      0.42     Effect of Restructuring costs   -      0.01      -      0.01      -     Effect of Adjustment to income taxes   (0.04)     (0.05)     (0.06)     (0.09)     (0.10)    Non-GAAP Diluted earnings per share   $ 1.26      $ 0.53      $ 1.55      $ 1.79      $ 1.89                           Operating Income Reconciliation                      GAAP Operating Income   $ 64,153      $ 18,675      $ 86,676      $ 82,828      $ 90,820     GAAP Operating Profit   18.5%    7.7%    22.3%    14.0%    14.5%    Amortization of acquisition intangibles   2,998      2,998      6,722      5,996      13,950     Stock-based compensation expense - COGS   197      207      254      404      495     Stock-based compensation expense - R&D   9,235      8,653      7,830      17,888      15,070     Stock-based compensation expense - SG&A   6,044      4,446      5,675      10,490      9,980     Restructuring costs   -      352      -      352      -     Non-GAAP Operating Income   $ 82,627      $ 35,331      $ 107,157      $ 117,958      $ 130,315     Non-GAAP Operating Profit  23.8%    14.6%    27.6%    20.0%    20.8%                          Operating Expense Reconciliation                      GAAP Operating Expenses   $ 116,057      $ 108,797      $ 121,257      $ 224,854      $ 239,607     Amortization of acquisition intangibles   (2,998)     (2,998)     (6,722)     (5,996)     (13,950)    Stock-based compensation expense - R&D   (9,235)     (8,653)     (7,830)     (17,888)     (15,070)    Stock-based compensation expense - SG&A   (6,044)     (4,446)     (5,675)     (10,490)     (9,980)    Restructuring costs   -      (352)     -      (352)     -     Non-GAAP Operating Expenses   $ 97,780      $ 92,348      $ 101,030      $ 190,128      $ 200,607                           Gross Margin/Profit Reconciliation                      GAAP Gross Profit   $ 180,210      $ 127,472      $ 207,933      $ 307,682      $ 330,427     GAAP Gross Margin  51.9%    52.6%    53.5%    52.2%    52.7%    Stock-based compensation expense - COGS   197      207      254      404      495     Non-GAAP Gross Profit   $ 180,407      $ 127,679      $ 208,187      $ 308,086      $ 330,922     Non-GAAP Gross Margin  51.9%    52.6%    53.5%    52.2%    52.8%                          Effective Tax Rate Reconciliation                      GAAP Tax Expense    $ 6,829      $ 2,153      $ 12,148      $ 8,982      $ 13,581     GAAP Effective Tax Rate  10.3%    10.6%    13.7%    10.4%    14.4%    Adjustments to income taxes   2,293      2,982      3,417      5,275      6,220     Non-GAAP Tax Expense   $ 9,122      $ 5,135      $ 15,565      $ 14,257      $ 19,801     Non-GAAP Effective Tax Rate  10.8%    13.9%    14.3%    11.7%    14.8%                          Tax Impact to EPS Reconciliation                      GAAP Tax Expense   $ 0.11      $ 0.04      $ 0.20      $ 0.15      $ 0.23     Adjustments to income taxes   0.04      0.05      0.06      0.09      0.10     Non-GAAP Tax Expense   $ 0.15      $ 0.09      $ 0.26      $ 0.24      $ 0.33     13 
 
 CONSOLIDATED CONDENSED BALANCE SHEET                        unaudited; in thousands                                                            Sep. 26,    Mar. 28,    Sep. 28,                2020    2020    2019      ASSETS                        Current assets                          Cash and cash equivalents         $ 247,536      $ 292,119      $ 221,937         Marketable securities         36,641      22,008      22,563         Accounts receivable, net         181,496      153,998      217,962         Inventories         209,050      146,725      144,829         Other current assets         34,508      35,346      44,729          Total current Assets         709,231      650,196      652,020                               Long-term marketable securities           328,255      283,573      238,741       Right-of-use lease assets           137,045      141,274      142,834       Property and equipment, net           153,640      158,244      178,420       Intangibles, net           27,898      34,430      54,780       Goodwill           287,673      287,088      285,321       Deferred tax asset           7,899      10,052      9,026       Other assets           48,223      27,820      22,489          Total assets         $ 1,699,864      $ 1,592,677      $ 1,583,631                               LIABILITIES AND STOCKHOLDERS' EQUITY                        Current liabilities                          Accounts payable         $ 99,105      $ 78,412      $ 109,374         Accrued salaries and benefits         41,707      42,439      34,870         Lease liability         13,994      13,580      13,751         Other accrued liabilities         23,237      24,206      34,801          Total current liabilities         178,043      158,637      192,796                               Non-current lease liability           128,570      129,312      133,105       Non-current income taxes           66,503      71,143      76,847       Other long-term liabilities           9,917      3,806      2,258                               Stockholders' equity:                          Capital stock         1,466,978      1,434,929      1,392,650         Accumulated deficit         (155,260)     (201,681)     (213,274)        Accumulated other comprehensive income (loss)         5,113      (3,469)     (751)         Total stockholders' equity         1,316,831      1,229,779      1,178,625          Total liabilities and stockholders' equity         $ 1,699,864      $ 1,592,677      $ 1,583,631                               Prepared in accordance with Generally Accepted Accounting Principles                        14 
 
Exhibit 99.3

Cirrus Logic Announces CEO and Board Leadership Transition Plans

AUSTIN, Texas--(BUSINESS WIRE)--November 2, 2020--Cirrus Logic, Inc. (Nasdaq: CRUS) today announced that Jason Rhode plans to step down as chief executive officer and director effective Jan. 1, 2021. The Cirrus Logic Board of Directors has appointed current President John Forsyth, 47, as president and chief executive officer effective Jan. 1, 2021. Rhode will remain at Cirrus Logic as an executive fellow where he will work with John following the transition of the CEO responsibilities, as well as continuing to be directly involved in customer relationships and talent development within the company. In addition, the company has announced that David Tupman will become chair of the Board of Directors, effective the same date, succeeding Al Schuele ahead of his retirement prior to the next annual meeting of stockholders.

Board Chair Al Schuele said, “It has been my pleasure to serve as Cirrus Logic’s chair alongside Jason the past eight years. During his tenure, Jason fostered significant financial growth, built excellent customer relationships and developed an outstanding corporate culture. We greatly appreciate his achievements over his many years at Cirrus Logic and expect to continue to benefit from his expertise as executive fellow. The Board unanimously selected John as our next CEO, based on his exceptional performance in various leadership positions since joining Cirrus Logic in 2014, and we are excited to work with him in this new role. We believe John’s strong leadership and strategic vision will continue to drive long-term value for our shareholders, employees and customers.”

“Leading Cirrus Logic for these past 13 years has been the privilege of a lifetime. We have built a great organization with cutting-edge engineering, outstanding employees and great relationships with some of the best customers in the world,” Rhode said. “As president, John has done a tremendous job leading the company. He has the passion, vision, leadership expertise and team necessary to be highly successful as CEO, and I am excited to continue working with him in our new roles.”

“I am excited and honored to become the next CEO of Cirrus Logic,” Forsyth said. “We have an extremely talented team with an extraordinary commitment to serving customers who create the world’s most innovative products. I believe that our strategic plan will continue to bring innovations that strengthen the company’s leadership position in audio and extend our success to new technology areas. I look forward to working closely with our Board of Directors, leadership team, employees and customers as we continue to fulfill our vision of being the first choice in signal processing.”

Forsyth, who joined Cirrus Logic in 2014 through the acquisition of Wolfson Microelectronics, has more than 20 years’ experience in embedded technology. He was named as the company’s president in January 2020. Before being named president, Forsyth served as chief strategy officer, responsible for driving Cirrus Logic’s product strategy for low-power, high-precision mixed-signal processing solutions. Prior to joining Wolfson in 2012, Forsyth had led product development and strategy in several technology companies, including serving as chief technical officer of the Symbian Foundation and as vice president of strategy at Symbian Software.

Tupman joined the Cirrus Logic Board in 2015 and is currently the owner of Details Lab Inc., an advisory firm focusing on scaling organizations for high-growth, technology development and new product introduction. From 2001 to 2011, Tupman rose from manager to vice president of Hardware Engineering at Apple, Inc., where he led the hardware engineering and technology teams for multiple mobile devices. He holds more than 30 U.S. and worldwide patents and he received his bachelor of engineering degree and an honorary doctorate in science, from the University of Salford, England.

This leadership transition will be discussed during the Q2 FY21 earnings call at 5 p.m. EST.

Cirrus Logic, Inc.

Cirrus Logic is a leader in low-power, high-precision mixed-signal processing solutions that create innovative user experiences for the world’s top mobile and consumer applications. With headquarters in Austin, Texas, Cirrus Logic is recognized globally for its award-winning corporate culture. Check us out at www.cirrus.com.

Cirrus Logic, Cirrus, the Cirrus Logic logo are registered trademarks or trademarks of Cirrus Logic, Inc. © 2020

Safe Harbor Statement

Except for historical information contained herein, the matters set forth in this news release contain forward-looking statements including our statements about our ability to drive long-term value for our shareholders, employees and customers; our expectation that we will continue to drive the Company’s long-term success; and our belief that our strategic plan will continue to bring innovations which strengthen the company’s leadership position in audio and expand to new technology areas. In some cases, forward-looking statements are identified by words such as “expect,” “anticipate,” “target,” “project,” “believe,” “goals,” “opportunity,” “estimates,” “intend,” and variations of these types of words and similar expressions. In addition, any statements that refer to our plans, expectations, strategies or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are based on our current expectations, estimates, and assumptions and are subject to certain risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, but are not limited to, the risk factors listed in our Form 10-K for the year ended March 28, 2020, and in our other filings with the Securities and Exchange Commission, which are available at www.sec.gov. The foregoing information concerning our business outlook represents our outlook as of the date of this news release, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new developments or otherwise.

Contacts

Bill Schnell
Public Relations
Cirrus Logic, Inc.
(512) 851-4084
bill.schnell@cirrus.com

Angie Hatfield
Strategic Communications, Inc.
(425) 941-2895
ahatfield@strategiccom.biz