Allegro Microsystems Inc.
05/27/2021 | Press release | Distributed by Public on 05/27/2021 14:08
Management Change/Compensation (Form 8-K)
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 25, 2021, at the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the 'Board') of Allegro MicroSystems, Inc. (the 'Company'), the Board increased its size from ten to eleven directors and elected David Aldrich to the Board and the Audit Committee, as a Class II Director, to serve until the Company's 2022 annual meeting of stockholders and until his successor is duly elected and qualified.
The Board has determined that Mr. Aldrich is an independent director under The Nasdaq Stock Market ('Nasdaq') listing rules. The Board has also determined that Mr. Aldrich qualifies as an 'audit committee financial expert' as that term is defined by the applicable Securities and Exchange Commission regulations and the Nasdaq listing rules, and that Mr. Aldrich is financially sophisticated.
Mr. Aldrich was elected to the Board pursuant to and as set forth in Section 1(d) of the Stockholders Agreement, dated as of September 30, 2020, by and among the Company, OEP SKNA, L.P. and Sanken Electric Co., Ltd.
In connection with his appointment, the Company entered into an indemnification agreement with Mr. Aldrich providing for the indemnification of and advancement of expenses permitted by Delaware law for claims, suits or proceedings arising out of a director's service to the Company.
Mr. Aldrich will receive the same fees for his service as the Company's other independent directors and members of the Audit Committee, which fees were disclosed in the Company's prospectus filed with the SEC on February 8, 2021. Annual cash compensation and restricted stock award will be pro-rated from the date of Mr. Aldrich's election to the Board.
Financial Statements and Exhibits
(d) Exhibits
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Exhibit No.
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Description
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Exhibit 104
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Inline XBRL for the cover page of this Current Report on Form 8-K.
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