UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 15, 2013 |
Freescale Semiconductor, Ltd.
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(Exact name of registrant as specified in its charter)
| Bermuda | 001-35184 | 98-0522138 |
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_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 6501 William Cannon Drive West, Austin, Texas | 78735 | |
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_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 512-895-2000 |
Not Applicable
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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:
[ ] 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of May 15, 2013, the Board of Directors (the "Board") of Freescale Semiconductor, Ltd. ("Freescale") appointed Krishnan Balasubramanian to serve on the Board and the Audit and Legal Committee. The Board appointed Mr. Balasubramanian to fill the vacancy created by the resignation of Richard M. Beyer from the Board effective April 29, 2013.
The Board has determined that Mr. Balasubramanian is an "independent director" in accordance with the New York Stock Exchange listing standards, Securities and Exchange Commission rules and Freescale’s Corporate Governance Guidelines. As an independent director, Mr. Balasubramanian will receive (i) a grant of restricted share units with a value equal to $175,000 under the 2011 Omnibus Incentive Plan upon his appointment to the Board and each year thereafter, which vest fully on the first anniversary of the date of grant, and (ii) an annual cash retainer of $60,000 to be paid in advance in equal installments at the beginning of each quarter. Mr. Balasubramanian will also be reimbursed for expenses related to his service on the Board.
Mr. Balasubramanian has no relationships or transactions with Freescale which are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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.
| Freescale Semiconductor, Ltd. | ||||
| May 16, 2013 | By: |
/s/ Dathan C. Voelter
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| Name: Dathan C. Voelter | ||||
| Title: Assistant Secretary | ||||