false 0000855658 0000855658 2023-03-10 2023-03-10

 

 

 

 

 

 

(Exact name of registrant as specified in its charter)

 

 

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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 (see General Instruction A.2. below):

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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).

 

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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. ☐ 

 

 

On March 10, 2023, the Board of Directors (the “Board”) of Lattice Semiconductor Corporation (the ”Company”) increased the authorized number of directors on the Board from eight to nine and appointed Elizabeth Schwarting, age 60, to the Board and the Nominating and Governance Committee of the Board (the “Nominating and Governance Committee”). Ms. Schwarting’s service on the Board and Nominating and Governance Committee will commence on March 14, 2023.

 

In connection with Ms. Schwarting’s service as a director, she will be entitled to the Company's customary compensatory arrangement for outside directors, including an annual retainer of $60,000 for Board service and an annual retainer of $5,000 for service on the Nominating and Governance Committee. In addition, Ms. Schwarting will be granted a restricted stock unit (“RSU”) award with a fair market value of $180,000 on the date of grant, prorated to reflect her months of service on the Board from the date of appointment to the date of the Company’s next annual meeting, pursuant to the terms of the Company's 2011 Non-Employee Director Equity Incentive Plan (the “Award”). The RSUs subject to the Award will vest on the anniversary of the 2022 annual meeting of stockholders of the Company, subject to Ms. Schwarting’s continued service to the Company at such time. In addition, Ms. Schwarting will enter into the Company’s standard form of indemnification agreement.

 

There are no arrangements or understandings between Ms. Schwarting and any other person pursuant to which Ms. Schwarting was selected as a director. In addition, there are no transactions in which Ms. Schwarting has an interest that would require disclosure under Item 404(a) of Regulation S-K. Ms. Schwarting does not have any family relationships with any of the Company’s directors or executive officers.

 

On March 10, 2023, Anjali Joshi notified the Company of her decision not to stand for reelection to the Board at the Company’s next annual meeting of stockholders. Ms. Joshi’s decision not to stand for reelection is not based on any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

 

 

On March 14, 2023, the Company issued a press release related to Ms. Schwarting’s appointment to the Board. The press release, furnished as Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

 

(d) Exhibits

 

The following exhibits are being furnished herewith:

 

 

 

 

 

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