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CIRRUS LOGIC, INC. Proxy Solicitation & Information Statement 2014

Jun 12, 2014

30880_rns_2014-06-12_35df53e9-c70b-4f5e-98a1-72113270e682.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 d736604ddefa14a.htm DEFA14A DEFA14A

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
x Definitive Additional Materials
¨ Soliciting Material Pursuant to Section 240.14a-12

Cirrus Logic, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
¨ Fee paid previously with preliminary materials.
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on July 28, 2014.

CIRRUS LOGIC, INC. Meeting Information — Meeting Type: Annual Meeting
For holders as of: May 29, 2014
Date: July 28, 2014 Time: 11:00 AM Central
Location: Meeting live via the Internet-please visit
www.virtualshareholdermeeting.com/CRUS2014.
The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit
www.virtualshareholdermeeting.com/CRUS2014 and be sure to have the information that is printed in the box marked by the arrow (located on the following page).
CIRRUS LOGIC, INC. 800
WEST SIXTH STREET AUSTIN, TX 78701 You are receiving this communication because you hold
shares in the company named above.
This is not a ballot. You cannot use this notice to vote
these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse
side).
We encourage you to access and review all the important
information contained in the proxy materials before voting.
See the
reverse side of this notice to obtain proxy materials and voting instructions.
— Before You Vote — How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE: COMBINED
FORM 10-K AND PROXY STATEMENT How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you
want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET : www.proxyvote.com
2) BY TELEPHONE : 1-800-579-1639
3) BY E-MAIL* : [email protected]
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in
the box marked by the arrow (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed
above on or before July 14, 2014 to facilitate timely delivery.
— How To
Vote — Please Choose One of the Following Voting Methods
Vote By Internet: Before The Meeting: Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. During The Meeting: Go to www.virtualshareholdermeeting.com/CRUS2014. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
The Board of Directors recommends you vote
FOR
the following nominees:
1. Election of Directors
Nominees:
01) John C. Carter
02) Timothy R. Dehne
03) Christine King
04) Jason P. Rhode
05) Alan R. Schuele
06) William D. Sherman
07) Susan Wang
The Board of Directors recommends you vote FOR the
following proposals:
2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for
the fiscal year ending March 28, 2015.
3. Advisory vote to approve compensation of the Company’s named executive officers.
4. Approval of the amendment to, and the restatement of, the 2006 Stock Incentive Plan.
5. Approval of material terms of the 2006 Stock Incentive Plan, as amended and restated, for purposes of complying with the requirements of Section 162(m) of the Internal Revenue Code.