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
April 23, 2014
(Date of earliest event reported)
RF Micro Devices, Inc.
(Exact name of registrant as specified in its charter)
North Carolina | 0-22511 | 56-1733461 |
(State or Other Jurisdiction | (Commission File | (I.R.S. Employer |
of Incorporation) | Number) | Identification No.) |
7628 Thorndike Road
Greensboro, North Carolina 27409-9421
(Address of principal executive offices)
(Zip Code)
(336) 664-1233
(Registrant's telephone number, including area code)
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.
(e)
Establishment of FY 2015 Cash Bonus Award Targets and Performance Criteria
On April 23, 2014, the Compensation Committee (the “Committee”) of the Board of Directors of RF Micro Devices, Inc. (the “Company”), in accordance with the terms and conditions of the Company’s current Cash Bonus Plan, established the cash bonus award targets and performance criteria applicable to various employees for the first six months of fiscal 2015 (the “FY15 Bonus Awards”). The bonus opportunity for the first six months of fiscal 2015 will represent 50% of the total bonus opportunity for fiscal 2015. The metrics used to measure performance will be sales and non-GAAP operating income and each metric has an established minimum, target and maximum level. During this performance period, each metric will constitute 50% of the total bonus opportunity.
With respect to the first six months of the FY15 Bonus Awards, each named executive officer identified below has the opportunity to earn a cash bonus in an amount between 50% and 200% of 50% of his fiscal 2015 annual target bonus percentage (the “Target”), depending on the Company’s level of sales and non-GAAP operating income in relation to the Company’s Benchmark Plan during the first six months of fiscal 2015. The Target has been established by the Committee as a percentage of each named executive officer’s fiscal 2015 annual base salary. The bonus earned for each metric will be pro-rated for performance between minimum and maximum levels for such metric and no bonus will be earned unless the Company achieves a minimum non-GAAP operating margin of 5% during the first six months of fiscal 2015. No named executive officer will receive FY15 Bonus Awards that, in the aggregate, exceed 200% of his Target as established by the Committee.
An alternative bonus metric has been established if the proposed business combination with TriQuint Semiconductor, Inc. closes before September 27, 2014. In such event, the performance period will be terminated as of the closing, bonuses will be pro rated based on the number of days elapsed in the performance period and bonuses will be awarded based on the Company’s year-to-date gross margin as of the fiscal period preceding the closing date, with a minimum first half FY 15 Bonus Award of 50% of each named executive officer’s Target, which minimum would also be pro rated based on the number of days elapsed in the performance period. This metric also has an established target and maximum level.
The Target for each of the Company’s named executive officers is set forth below:
Name: | Target |
Robert A. Bruggeworth | 115% |
President and Chief Executive Officer | |
Steven E. Creviston | 75% |
Corporate Vice President and | |
President of Cellular Products Group | |
Name: | Target |
William A. Priddy, Jr. | 75% |
Chief Financial Officer, | |
Corporate Vice President of Administration and | |
Secretary | |
James D. Stilson | 75% |
Corporate Vice President of Operations | |
Norman A. Hilgendorf | 60% |
President of Multi-Market Products Group | |
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.
RF Micro Devices, Inc. | ||
By:/s/William A. Priddy, Jr. | ||
William A. Priddy, Jr. | ||
Chief Financial Officer, Corporate | ||
Vice President of Administration and Secretary | ||
Date: April 29, 2014