UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 11, 2020
ICHOR HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
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Cayman Islands |
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001-37961 |
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Not Applicable |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
3185 Laurelview Ct.
Fremont, California 94538
(Address of principal executive offices, including Zip Code)
(510) 897-5200
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Ordinary Shares, par value $0.0001 |
ICHR |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Compensation for Named Executive Officers
On February 11, 2020, the Compensation Committee of the Board of Directors of Ichor Holdings, Ltd. (the “Company”) established annual salaries, cash bonus target percentages, and annual equity incentive awards for Larry Sparks, Philip Barros, and Kevin Canty. The salaries will be effective April 6, 2020, and the annual equity incentive awards will be granted effective in May 2020. As previously disclosed in our Current Report on Form 8‑K filed with the Securities and Exchange Commission on November 18, 2019, the annual salary, cash bonus target percentage, and annual equity incentive award for Jeffrey Andreson was approved by the Compensation Committee in connection with his promotion to chief executive officer of the Company on November 12, 2019. Set forth in the table below are the annual salaries, cash bonus target percentages, and annual equity incentive awards for Messrs. Andreson, Sparks, Barros, and Canty, each of whom are Named Executive Officers of the Company for fiscal year 2020. The annual equity incentive awards will be comprised of 70% restricted stock units and 30% stock options by fair value.
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Annual Cash Bonus (% of Annual Salary) |
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Annual |
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Named Executive Officer |
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Title |
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Annual Salary |
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Target Percent |
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Amount |
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Equity Incentive |
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Jeffrey Andreson |
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Director and Chief Executive Officer |
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$ |
530,000 |
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85% |
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$ |
450,500 |
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$ |
1,500,000 |
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Larry Sparks |
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Chief Financial Officer |
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$ |
415,000 |
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70% |
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$ |
290,500 |
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$ |
340,000 |
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Philip Barros |
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Chief Technology Officer |
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$ |
412,000 |
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60% |
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$ |
247,200 |
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$ |
850,000 |
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Kevin Canty |
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Chief Operating Officer |
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$ |
350,000 |
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60% |
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$ |
210,000 |
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$ |
850,000 |
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Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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ICHOR HOLDINGS, LTD. |
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Date: February 14, 2020 |
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/s/ Larry J. Sparks |
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Name: Larry J. Sparks |
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Title: Chief Financial Officer |