Cirrus Logic, Inc. (CRUS)
NASDAQ: CRUS · Real-Time Price · USD
161.07
+3.78 (2.40%)
Apr 30, 2026, 1:12 PM EDT - Market open
← View all transcripts

AGM 2020

Jul 31, 2020

Operator

Welcome to the Cirrus Logic 2020 annual meeting. Our host for today's call is Scott Thomas, Cirrus Logic's general counsel and corporate secretary. At this time, all participants will be in a listen-only mode. I would now like to turn the call over to your host, Mr. Thomas. You may begin.

Scott Thomas
EVP and General Counsel, Cirrus Logic

Good morning. I'm Scott Thomas, General Counsel and Corporate Secretary of Cirrus Logic, and it's my pleasure to welcome you to our 2020 annual meeting of stockholders. It's approximately 11:00 A.M. Central Time, and in accordance with the notice of the meeting, I call Cirrus Logic's annual meeting to order. We are conducting today's annual meeting entirely electronically, which will allow a broader group of stockholders to participate. With me today is Dr. Jason Rhode, Chief Executive Officer, who will act as the chair of this meeting of the stockholders. Jason.

Jason Rhode
CEO, Cirrus Logic

Thank you. Before we begin to move on to official business, I would like to introduce the company's other directors who are present on the call with us today, John C. Carter, Alexander M. Davern, Timothy R. Dehne, Deirdre R. Hanford, Catherine P. Lego, Alan R. Schuele, and David J. Tupman. Also in attendance are John Forsyth, our President, Thurman Case, our Chief Financial Officer, Chelsea Heffernan, our Director of Investor Relations, Amy Garrett, our Financial Reporting Manager, who is also acting as our Inspector of Elections, Mike Blue and Melissa Allen-Smith of Ernst & Young, the company's independent registered public accounting firm, and Paul Tobias of Vinson & Elkins, the company's outside corporate counsel. We will conduct our annual meeting pursuant to the posted agenda. If there are any questions submitted today about any of the proposals up for vote, we will address them prior to closing the polls.

Also, upon adjournment, I will make a few brief remarks. This agenda will allow us to complete our formal business and then move on to matters of general interest. To begin our formal meeting, I would ask Scott Thomas to present the secretary's report on the mailing of the notice of this meeting and the presence of a quorum.

Scott Thomas
EVP and General Counsel, Cirrus Logic

As stated in the notice of meeting and proxy statement, the purposes of this meeting are, first, to elect eight nominees named in the proxy statement to serve as company directors for one-year terms. Second, to ratify the appointment of Ernst & Young, LLP, as our independent registered public accounting firm for fiscal year 2021. Third, to hold an advisory vote to approve executive compensation. Fourth, to approve the first amendment to the company's 2018 Long-Term Incentive Plan. And finally, to consider such other business as may properly come before this meeting. The Board fixed June 1, 2020, as the record date for determining stockholders entitled to vote. An affidavit is on file with the company attesting to the fact that a notice of internet availability of proxy materials was mailed to all stockholders of record on or around June 19, 2020.

A complete list of the stockholders entitled to vote has been available and open to inspection by any stockholder for at least 10 days prior to this meeting at the company's headquarters. During this meeting, the list is also available by clicking the link labeled Registered Shareholder List in the footer section of the virtual meeting webpage. A total of approximately 58.4 million shares of common stock were outstanding as of the record date and are entitled to vote at today's meeting. The holders of approximately 53.2 million shares of common stock are present today either in person or by proxy. These shares represent approximately 91% of the voting power of the outstanding shares on the record date. As a result, a quorum is present.

Jason Rhode
CEO, Cirrus Logic

On the basis of the secretary's report, the meeting is convened. The minutes of last year's annual meeting are available for review by any stockholder. Copies can be obtained by calling or writing the office of the corporate secretary. The polls are now open for voting. The vast majority of our stockholders have already sent in their proxies, and they don't need to take any further action with respect to the matters to be voted on today unless they wish to change their vote. For this reason, we will be able to report preliminary voting results momentarily when the polls close. For stockholders of record, you may now vote via the internet by clicking the Vote Here button. For stockholders who own shares through a broker, you will have to vote your shares based on the instructions provided by your broker.

The first item of business is the election of directors to hold office for the ensuing year and until their successors are elected and qualified. We will elect a board of eight members today.

Scott Thomas
EVP and General Counsel, Cirrus Logic

The board's nominees for director for the ensuing year or until their successors are elected and qualified are John C. Carter, Alexander M. Davern, Timothy R. Dehne, Deirdre R. Hanford, Catherine P. Lego, Jason P. Rhode, Alan R. Schuele, and David J. Tupman. Biographies of these nominees were included in our proxy statement. The board's slate of directors is now placed before the meeting.

Jason Rhode
CEO, Cirrus Logic

Under our bylaws, the nominations are closed. The next item of business is the ratification of the audit committee's appointment of Ernst & Young as our independent registered public accounting firm for fiscal year 2021.

Scott Thomas
EVP and General Counsel, Cirrus Logic

The audit committee of the company's board of directors has appointed Ernst & Young, LLP, as the company's independent registered public accounting firm for its 2021 fiscal year. This appointment is now submitted for stockholder ratification.

Jason Rhode
CEO, Cirrus Logic

The next item of business is an advisory vote to approve executive compensation.

Scott Thomas
EVP and General Counsel, Cirrus Logic

As described in our proxy statement, the company's board of directors recommends that our stockholders vote for the following resolution. Resolved that the compensation paid to the company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables, and narrative discussion, is hereby approved. This resolution is now submitted for stockholder approval.

Jason Rhode
CEO, Cirrus Logic

The next item of business is to approve the first amendment to the 2018 Long-Term Incentive Plan. This amendment increases the number of shares of common stock that the company may issue under the plan by 3.2 million shares.

Scott Thomas
EVP and General Counsel, Cirrus Logic

As described in our proxy statement, the company's board of directors recommends that our stockholders vote for the first amendment, which was approved by the board on May 14, 2020, and which is included as Exhibit 1 to this proxy statement. If approved by the company's stockholders, the first amendment will become effective July 31, 2020. The first amendment is now submitted for stockholder approval.

Jason Rhode
CEO, Cirrus Logic

Scott, are there any other matters to be voted on?

Scott Thomas
EVP and General Counsel, Cirrus Logic

There are none.

Jason Rhode
CEO, Cirrus Logic

Have any questions been submitted by our stockholders regarding the proposals to be voted on today?

Scott Thomas
EVP and General Counsel, Cirrus Logic

There have been no questions submitted regarding those proposals. Polls are now closed. The preliminary results of the stockholders' votes on these items of business will be announced momentarily. The final results, including the shares voted at this meeting, will be tallied and then filed with the Securities and Exchange Commission on a Form 8-K filing. Stockholders may also obtain results by calling or writing the office of the corporate secretary. Will the inspector read those results?

Amy Garrett
Financial Reporting Manager, Cirrus Logic

The preliminary results of the voting are as follows: The board's slate of eight director nominees has been approved, with each director nominee having been elected by the vote required under our bylaws. The selection of Ernst & Young, LLP, as the company's independent registered public accounting firm for fiscal year 2021 has been ratified. Executive compensation has been approved by advisory vote, and the first amendment to the 2018 Long-Term Incentive Plan has been approved.

Scott Thomas
EVP and General Counsel, Cirrus Logic

Thank you, Amy, and thank you to everyone attending. That concludes the formal part of our meeting. Cirrus Logic's 2020 annual meeting is now adjourned. We will now close with a few remarks from Jason.

Jason Rhode
CEO, Cirrus Logic

As the global community continues to confront the COVID-19 pandemic, Cirrus Logic is fortunate to have a strong balance sheet and solid relationships with leaders in the markets we serve. Our outstanding teams in engineering, supply chain, and operations continue to engage with our customers and vendors to ensure we meet production requirements and execute on important activities. Reflecting on this past year, we are extremely pleased with our financial performance, product development efforts, and execution on a number of strategic initiatives that we believe will drive future growth opportunities. In fiscal year 2020, we experienced strong demand for our components across flagship and mid-tier smartphones and expanded our penetration in tablets, truly wireless headsets, and wearables. The company also introduced numerous new components to address opportunities in audio, voice, and other adjacent markets.

As we progress further into FY 2021, we remain focused on delivering long-term growth through investment in innovative products where we can leverage our expertise in low-power, low-latency signal processing. The company will report our Q1 FY 2021 financial results and business outlook at approximately 4:00 P.M. Eastern Time on Monday, August 3, and will hold a question-and-answer session at 5:00 P.M. Eastern Time. Given the proximity to our earnings call, we have deferred a more detailed business presentation until then, and at that time, we will be able to address any questions about our results and business outlook. Stockholders wishing to submit a question can do so at any time by emailing investor.relations@cirrus.com, and our results may be viewed by visiting our investor relations website at investor.cirrus.com. Chelsea, during today's meeting, have we received any questions related to matters of general interest?

Chelsea Heffernan
Director of Investor Relations, Cirrus Logic

We have not.

Jason Rhode
CEO, Cirrus Logic

Thank you. I would again like to express my sincere appreciation to the stockholders who participated and voted today. That concludes our 2020 annual meeting. Goodbye.

Operator

This now concludes the meeting. Thank you for joining, and have a pleasant day.

Powered by