SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): July 3, 2017
(Exact Name of Registrant as Specified in Charter)
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective July 3, 2017, our board of directors increased the size of the board from seven to eight directors, and appointed Jean F. Rankin (age 58) as a director to fill the vacancy created upon the expansion in the size of the board. It is expected that Ms. Rankin will be appointed to the board’s compensation committee.
Ms. Rankin served as Executive Vice President, Secretary and General Counsel for LSI Corporation, a designer of semiconductors and software that accelerated storage and networking in data centers, mobile networks and client computing, from 2007 to May 2014, when LSI was acquired by Broadcom Limited (NASDAQ: AVGO) (formerly Avago Technologies). Ms. Rankin was a key participant in the strategic process and negotiations resulting in the company’s successful sale to Broadcom. Prior to that, Ms. Rankin served as General Counsel for Agere Systems Inc., before it merged with LSI in April 2007. Prior to Agere, Ms. Rankin held several positions of increasing responsibility at Lucent Technologies, Inc. over a five year span, as well as at AT&T for six years. She holds a law degree from University of Pennsylvania Law School and a B.A. from the University of Virginia.
In accordance with our non-employee director compensation policy, for Ms. Rankin’s service on the board, she will be entitled to receive the following compensation:
Annual Retainer - an annual retainer of $50,000 in cash, payable quarterly;
Initial Equity Award - 24,000 restricted stock units, which award will vest as to one-half of the shares on each of the first and second anniversaries of the commencement of her service as a non-employee director, subject to continued service as a director through the applicable vesting date; and
Annual Equity Award -- on the date of each annual meeting of our stockholders, Ms. Rankin will be granted restricted stock units with a grant date fair value equal to $50,000, which award will vest as to one-half of the shares on each of the first annual meeting of stockholders and second annual meeting of stockholders following the grant, subject to continued service as a director through the applicable vesting date.
Prior to her appointment as a member of our board of directors, Ms. Rankin did not have any material relationship with us and no such relationship is currently proposed. Ms. Rankin does not have any family relationships with any of our other directors or executive officers. There are no understandings or arrangements between Ms. Rankin and any other person pursuant to which Ms. Rankin was selected as a director.
A press release announcing Ms. Rankin’s appointment to the board was issued by us on July 5, 2017, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
Press release dated July 5, 2017.
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.
Date: July 5, 2017
/s/ Jeff Killian
Chief Financial Officer
Press release dated July 5, 2017.