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)
November 10, 2015
Lattice Semiconductor Corporation
(Exact name of registrant as specified in its charter)
Delaware | 000-18032 | 93-0835214 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
111 SW Fifth Avenue, Suite 700
Portland, Oregon 97204
(Address of principal executive offices, including zip code)
(503) 268-8000
(Registrant's telephone number, including area code)
(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 (see General Instruction A.2. below):
[ ] 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))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
Lattice Semiconductor Corporation (the "Company") announced that effective November 6, 2015, Mr. Glen Hawk has been appointed to serve as Corporate Vice President, Chief Operating Officer of the Company. Mr. Hawk previously served as the Company's Corporate Vice President, Chief Marketing Officer. In his new role as Chief Operating Officer, Mr. Hawk will be responsible for all aspects of the Company's operations, sales and marketing functions. A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The Company and Mr. Hawk will enter into a new employment agreement that will include the compensation described below and contain additional terms and conditions substantially similar to those set forth in the employment agreements of the Company's other executive officers.
The terms of the compensation package include:
• | An annual base salary of $360,000; |
• | Participation in the Company's cash incentive program, with a target award for fiscal year 2015 of 75% of Mr. Hawk's base salary, in each case prorated based on Mr. Hawk's commencement date; and |
• | 491,000 non-statutory stock options representing an equivalent number of the Company's common stock, which will vest 25% after one year from the grant date and 6.25% per quarter thereafter, which stock options were granted to Mr. Hawk on May 7, 2015 in connection with his appointment to the role of Corporate Vice President and Chief Marketing Officer. |
In addition, in the event of an involuntary termination of Mr. Hawk's employment (as defined in the employment agreement to be entered into between Mr. Hawk and the Company), the Company will pay Mr. Hawk an amount equal to 1.0 times Mr. Hawk's then annual base salary and a prorated portion of his then target cash incentive payment amount. If an involuntary termination occurs immediately prior to a "change in control" (as defined in the employment agreement) or within 24 months following the change in control, then Mr. Hawk will immediately fully vest in all of his outstanding equity awards and the Company will pay Mr. Hawk an amount equal to 1.0 times his then annual base salary, plus 1.0 times his then target cash incentive payment amount. These severance benefits will be subject to Mr. Hawk entering into a release of claims in favor of the Company, its directors and its officers.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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SIGNATURES
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.
LATTICE SEMICONDUCTOR CORPORATION | ||||
Date: November 10, 2015 | By: | /s/ Byron W. Milstead | ||
Byron W. Milstead Corporate Vice President, General Counsel and Secretary | ||||
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EXHIBIT INDEX
Exhibit No. Description
99.1 | Press Release dated November 10, 2015 (furnished herewith) |
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Exhibit 99.1
News Release
For more information contact:
Joe Bedewi
Chief Financial Officer
Lattice Semiconductor Corporation
503-268-8000
David Pasquale
Global IR Partners
914-337-8801
lscc@globalirpartners.com
LATTICE SEMICONDUCTOR APPOINTS GLEN HAWK
CHIEF OPERATING OFFICER
PORTLAND, OR - November 10, 2015 - Lattice Semiconductor Corporation (NASDAQ: LSCC) today announced the appointment of Glen Hawk as Chief Operating Officer (“COO”). This is a new position for the Company. Mr. Hawk previously served as the Company’s Corporate Vice President, Chief Marketing Officer. In his new role as COO, Mr. Hawk will be responsible for all aspects of the Company’s operations, sales and marketing functions. He will report directly to the Company’s President and Chief Executive Officer, Mr. Darin G. Billerbeck.
Darin G. Billerbeck, President and Chief Executive Officer, said, “We are pleased that Glen has agreed to take on the expanded role of COO. His extensive semiconductor industry experience, market insight and drive make him ideal for this position. Glen’s direct role in helping companies to create value through growth and market differentiation will continue to benefit Lattice as we move forward.”
Glen Hawk, Chief Operating Officer, said, “I joined Lattice Semiconductor earlier this year because I was excited about the Company’s long-term prospects. I look forward to partnering with Darin and the leadership team to accelerate growth by delivering compelling FPGA, ASSP and millimeter wave solutions to our customers.”
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Glen Hawk joined Lattice Semiconductor in May 2015 as Corporate Vice President, Chief Marketing Officer after serving as Vice President and General Manager of the NAND Solutions Group at Micron Technology. During his time at Micron, Mr. Hawk directed the activities of 1,200 employees. He drove profitable revenue growth to $3 billion annually through a significant shift toward higher value, more fully integrated solutions, such as solid-state drives for consumer and enterprise applications. Before Micron, Mr. Hawk was Vice President, General Manager of the Embedded Business Group at Numonyx and was at Intel for 22 years in both engineering and business functions, including General Manager of Intel’s Flash Products Group. Mr. Hawk started his career at Monolithic Memories developing Programmable Array Logic technologies after earning a Bachelors degree in Chemical Engineering from the University of California at Berkeley.
About Lattice Semiconductor
Lattice Semiconductor (NASDAQ: LSCC) is the global leader in smart connectivity solutions, providing market leading intellectual property and low-power, small form-factor devices that enable more than 8,000 global customers to quickly deliver innovative and differentiated cost and power efficient products. The Company’s broad end-market exposure extends from consumer electronics to industrial equipment, communications infrastructure and licensing.
Lattice was founded in 1983 and is headquartered in Portland, Oregon. In March 2015, the Company acquired Silicon Image, which is a leader in setting industry standards including the highly successful HDMI®, DVI™, MHL® and WirelessHD® standards.
For more information, visit www.latticesemi.com. You can also follow us via LinkedIn, Twitter, Facebook, or RSS.
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Lattice Semiconductor Corporation, Lattice Semiconductor (& design), L (& design), DVI, HDMI, MHL, superMHL WirelessHD, and specific product designations are either registered trademarks or trademarks of Lattice Semiconductor Corporation or its subsidiaries in the United States and/or other countries.
GENERAL NOTICE: Other product names used in this publication are for identification purposes only and may be trademarks of their respective holders.
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