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): September 24, 2013
CAVIUM, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
| 001-33435 | 77-0558625 | |
| (Commission File No.) |
(IRS Employer Identification No.) |
2315 N. First Street, San Jose CA 95131
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (408) 943-7100
(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.
On September 24, 2013, Anthony Pantuso notified the Board of Directors of Cavium, Inc. (“Cavium”) of his resignation as a director of Cavium effective September 27, 2013. Mr. Pantuso resigned in connection with his accepting a position with a large asset management firm, which position precludes his continued service on Cavium’s Board of Directors.
Mr. Pantuso also served as a member of the Audit Committee and as the Chairman of the Compensation Committee of the Board of Directors of Cavium. In connection with Mr. Pantuso’s resignation, the Board of Directors of Cavium appointed C.N. Reddy as a member of the Audit Committee to replace Mr. Pantuso, appointed Madhav Rajan as a member of the Compensation Committee to replace Mr. Pantuso, and appointed C.N. Reddy as Chairman of the Compensation Committee.
SIGNATURE
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.
| Dated: September 27, 2013 | CAVIUM, INC. | |||||
| By: | /s/ Vincent P. Pangrazio | |||||
| Vincent P. Pangrazio | ||||||
| Senior Vice President, General Counsel and Secretary | ||||||