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lscc20240603_8k.htm

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)

May 31, 2024

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.)

5555 NE Moore Court

Hillsboro, Oregon 97124

(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))

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $.01 par value	LSCC	NASDAQ Global Select Market

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.

On June 3, 2024, Lattice Semiconductor Corporation (the “Company”) announced that on May 31, 2024, the Board of Directors of the Company (the “Board”) appointed Esam Elashmawi, Chief Marketing and Strategy Officer, as Interim Chief Executive Officer in addition to his existing position at the Company and designated Mr. Elashmawi as the Company’s principal executive officer, effective June 3, 2024. The appointment follows the resignation of James Anderson on May 31, 2024, from his position as President, Chief Executive Officer, and member of the Board to pursue an opportunity with another company, effective as of June 3, 2024. Mr. Anderson advised the Company that his decision to resign did not involve any disagreement with the Company on any matter, including matters relating to the Company’s operations, policies, or practices.

Mr. Elashmawi has served as Chief Marketing and Strategy Officer since joining the Company in 2018 and brings over 30 years of FPGA technology and industry experience to the role. Prior to joining the Company, Mr. Elashmawi held the positions of Senior Vice President and General Manager at Microsemi Corporation and Vice President of Product Development at Actel Corporation. Earlier in his career he co-founded SiliconExpert Technologies, a component management software company, which was acquired by Arrow Electronics. During his tenure as Chief Marketing and Strategy Officer at Lattice, Mr. Elashmawi spearheaded the Company’s strategic transformation leading to rapid product portfolio expansion and launch of multiple new hardware and software solutions. Additional information with respect to Mr. Elashmawi is available in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 21, 2024.

Item 7.01. Regulation FD Disclosure.

On June 3, 2024, the Company issued a press release announcing the transition and appointments described in this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information set forth under this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being furnished herewith:

Exhibit No.		Description
99.1		Press Release, dated June 3, 2024 (furnished herewith).
104		Cover Page Interactive Data File (formatted as Inline XBRL).

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

		By:	/s/ Tracy Feanny
Date:	June 3, 2024		Tracy Feanny Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release, dated June 3, 2024 (furnished herewith).
104		Cover Page Interactive Data File (formatted as Inline XBRL).

ex_682940.htm

Exhibit 99.1

FOR IMMEDIATE RELEASE

Lattice Semiconductor Appoints Esam Elashmawi Interim Chief Executive Officer

President and Chief Executive Officer Jim Anderson Steps Down to Pursue a New Opportunity

HILLSBORO, Ore. – June 3, 2024 – Lattice Semiconductor Corporation (Nasdaq: LSCC), the low power programmable leader, today announced the appointment of Esam Elashmawi, Chief Marketing and Strategy Officer, as Interim Chief Executive Officer effective immediately. Mr. Elashmawi’s appointment follows the decision by Jim Anderson to step down as President, Chief Executive Officer, and Board member to pursue an opportunity with another company.

The Board has commenced a search process to identify a permanent CEO and will consider internal and external candidates as part of its search.

Mr. Elashmawi joined Lattice in 2018 and brings over 30 years of FPGA technology and industry experience to the role. Prior to joining Lattice, Mr. Elashmawi held the positions of Senior Vice President and General Manager at Microsemi Corporation and Vice President of Product Development at Actel Corporation. Earlier in his career he co-founded SiliconExpert Technologies, a component management software company, which was acquired by Arrow Electronics. As Chief Marketing and Strategy Officer at Lattice, Mr. Elashmawi has been deeply engaged with Lattice’s investment community and customers. He also spearheaded the Company’s strategic transformation leading to rapid product portfolio expansion and the launch of multiple new hardware and software solutions.

“Over the last six years, Esam has played a critical role in Lattice’s transformation,” said Jeff Richardson, Chair of Lattice’s Board. “I am confident that Esam and our talented executive team will ensure a smooth transition for all our stakeholders. With clear strategic priorities in place, and significant opportunity for growth and value creation, the Board is confident the Company is well positioned to build upon its track record of delivering outstanding results.”

Mr. Richardson continued, “On behalf of the Board, I wish Jim well and thank him for his leadership in overseeing Lattice during a period of meaningful transformation and innovation.”

“It has been an honor to lead the exceptional team at Lattice for the past six years,” said Mr. Anderson. “I am very proud of what we have accomplished together, and I look forward to following Lattice’s success.”

“We’re at an exciting time in Lattice’s history as we continue to execute on our largest product portfolio expansion," said Mr. Elashmawi. “I look forward to working closely with the Lattice Board and the management team as we build on our strong foundation and deliver for our customers and stakeholders.”

Forward-Looking Statements Notice:

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve estimates, assumptions, risks and uncertainties. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are neither historical facts nor assurances of future performance and may be forward-looking. Such forward-looking statements include, but are not limited to, statements relating to candidates Lattice intends to consider for CEO, ensuring a smooth transition for all Lattice stakeholders, and continuing a track record of outstanding results, execution of Lattice’s product portfolio expansion, and success.” Other forward-looking statements may be indicated by words such as “will,” “could,” “should,” “would,” “may,” “expect,” “plan,” “project,” “anticipate,” “intend,” “forecast,” “future,” “believe,” “estimate,” “predict,” “propose,” “potential,” “continue” or the negative of these terms or other comparable terminology.

Actual results may differ materially from our expectations and are subject to risks and uncertainties that relate to the availability of qualified CEO candidates, the general economy, the markets in which we operate, and more broadly to our overall business, including those risks and uncertainties described in our filings with the Securities and Exchange Commission, including Lattice’s most recent Annual Report on Form 10-K, especially those under the captions “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations”, all of which are expressly incorporated herein by reference. In addition, any forward-looking statement applies only as of the date on which it is made. The Company does not intend to and undertakes no obligation to update or revise any forward-looking statements, whether as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

About Lattice Semiconductor

Lattice Semiconductor (Nasdaq: LSCC) is the low power programmable leader. We solve customer problems across the network, from the Edge to the Cloud, in the growing Communications, Computing, Industrial, Automotive, and Consumer markets. Our technology, long-standing relationships, and commitment to world-class support let our customers quickly and easily unleash their innovation to create a smart, secure, and connected world.

For more information about Lattice, please visit www.latticesemi.com. You can also follow us via LinkedIn, Twitter, Facebook, YouTube, WeChat, or Weibo.

INVESTORS:

Rick Muscha

Lattice Semiconductor

408-826-6000

Rick.Muscha@latticesemi.com

MEDIA:

Sophia Hong

Lattice Semiconductor

503-268-8786

Sophia.Hong@latticesemi.com