UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 4, 2022
(Exact name of registrant as specified in its charter)
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| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||||||||||||||
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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 5.07. Submission of Matters to a Vote of Security Holders.
On August 4, 2022, Allegro MicroSystems, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the three proposals, as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities Exchange Commission on June 22, 2022, were presented. At the Annual Meeting, the Company’s shareholders: (i) elected each of the four nominees, Messrs. Yoshihiro (Zen) Suzuki, David J. Aldrich, Kojiro (Koji) Hatano, and Paul Carl (Chip) Schorr IV, to serve as a Class II director until the 2025 annual meeting of shareholders and until each such director’s respective successor is elected and qualified; (ii) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2023; and (iii) recommended that future shareholder advisory votes on executive compensation be held annually.
The final voting results for each matter submitted to a vote of shareholders at the Annual Meeting are as follows:
Proposal One: Election of Directors
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
| Yoshihiro (Zen) Suzuki | 154,931,175 | 27,317,649 | 3,204,118 | ||||||||
| David J. Aldrich | 154,711,928 | 27,536,896 | 3,204,118 | ||||||||
| Kojiro (Koji) Hatano | 178,980,677 | 3,268,147 | 3,204,118 | ||||||||
| Paul Carl (Chip) Schorr IV | 141,966,577 | 40,282,247 | 3,204,118 | ||||||||
Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 185,422,137 | 2,274 | 28,531 | 0 | ||||||||
Proposal Three: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
| 1 Year | 2 Years | 3 Years | Votes Abstained | Broker Non-Votes | ||||||||||
| 180,552,960 | 1,433,956 | 215,586 | 46,322 | 3,204,118 | ||||||||||
In line with the advisory voting by our shareholders, the Company intends to include an advisory shareholder vote on executive compensation in its proxy statement every year until the next required advisory shareholder vote on the frequency of holding shareholder votes on executive compensation.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |||||||
Exhibit 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.
| ALLEGRO MICROSYSTEMS, INC. | |||||||||||||||||||||||||||||||||||||||||||||||
| Date: | August 5, 2022 | By: | /s/ Sharon S. Briansky | ||||||||||||||||||||||||||||||||||||||||||||
Sharon S. Briansky | |||||||||||||||||||||||||||||||||||||||||||||||
Senior Vice President, General Counsel and Secretary | |||||||||||||||||||||||||||||||||||||||||||||||