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): January 24, 2011
MINDSPEED TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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001-31650
(Commission File Number)
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01-0616769
(I.R.S. Employer
Identification No.) |
4000 MacArthur Boulevard, East Tower
Newport Beach, California 92660-3095
(Address of Principal Executive Offices) (Zip Code)
(949) 579-3000
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 24, 2011, the Compensation and Management Development Committee (the “Compensation
Committee”) of the Board of Directors (the “Board”) of Mindspeed Technologies, Inc. (the “Company”)
approved a cash bonus plan for the Company’s 2011 fiscal year (the “FY 2011 Cash Bonus Plan”). The
following is a summary of the terms of the FY 2011 Cash Bonus Plan.
The Company’s Chief Executive Officer, its other executive officers (excluding its Senior Vice
President, Worldwide Sales) and certain of its non-executive officers will be eligible to receive a
cash bonus under the FY 2011 Cash Bonus Plan. The amount of cash that may be allocated, if any, to
the FY 2011 Cash Bonus Plan to be available for awards will be limited to a dollar amount equal to
one hundred percent (100%) of any favorable individual quarterly variance to the Company’s planned
fiscal year 2011 quarterly operating expense levels. In addition,
individual award amounts under the plan cannot
exceed two hundred percent (200%) of target award amounts.
CEO Awards. Under the FY 2011 Cash Bonus Plan, the Compensation Committee will determine the Chief
Executive Officer’s cash bonus, if any, based upon the recommendation of the Company’s Governance
and Board Composition Committee (the “Governance Committee”). The Governance Committee’s
recommendation will be based on its assessment of the Chief Executive Officer’s achievement of his
fiscal year 2011 goals previously established by the Governance Committee.
Executive Officer Awards. Pursuant to the terms of the FY 2011 Cash Bonus Plan, the Chief
Executive Officer will make recommendations to the Compensation Committee for its approval of cash
bonuses, if any, to be awarded to the other executive officers.
Non-Executive Officer Awards. The FY 2011 Cash Bonus Plan provides that the Chief Executive
Officer is authorized to allocate cash bonuses under the plan, if
any, among non-executive officer employees
in amounts that the Chief Executive Officer determines are appropriate based, in part, on executive
officer recommendations.
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| Item 5.03 |
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Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 24, 2011, the Board amended the Company’s Amended and Restated Bylaws (the “2011 Amended
and Restated Bylaws”), effective immediately, to provide that:
(i) except as otherwise provided by law, the Company’s Certificate of Incorporation or the 2011
Amended and Restated Bylaws, at all meetings of the stockholders of the Company, all matters
shall be decided by the vote of a majority of the votes cast on a matter affirmatively or
negatively; provided that, a share present at a meeting, but for which there is an abstention or
as to which a stockholder gives no authority or direction as to a particular proposal or
director nominee, shall be counted as present for the purpose of establishing a quorum but shall
not be counted as a vote cast;
(ii) the non-binding advisory vote with respect to executive compensation, pursuant to Section
14A(a)(1) of the Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and
regulations promulgated thereunder, shall require the affirmative vote of a majority of the
votes cast affirmatively or negatively thereon; and
(iii) the non-binding advisory vote, pursuant to Section 14A(a)(2) of the Exchange Act, and the
rules and regulations promulgated thereunder, with respect to the determination as to whether
the vote in clause (ii) above shall occur every one, two or three years shall be decided by a
plurality of the votes cast; provided that for purposes of any vote required pursuant to clause
(ii) above or this clause (iii), a share present at a meeting, but for which there is an
abstention or as to which a stockholder gives no authority or direction, shall not be counted as
a vote cast.