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0000855658
0000855658
2024-05-03
2024-05-03
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
May 3, 2024
Lattice Semiconductor Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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000-18032
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93-0835214
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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5555 NE Moore Court
Hillsboro, Oregon 97124
(Address of principal executive offices, including zip code)
(503) 268-8000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $.01 par value
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LSCC
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NASDAQ Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
Lattice Semiconductor Corporation (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on May 3, 2024. At the Annual Meeting, stockholders representing 94.71% of the outstanding shares of common stock of the Company as of March 8, 2024, the record date for the Annual Meeting, were present in person or by proxy. The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting are set forth below.
Proposal 1: Election of Directors
The Board of Directors of the Company (the “Board”) is currently comprised of nine members. Each of the nine nominees for director was elected for a term of one year, and the voting results are set forth below:
| Nominee |
For |
Against |
Abstain |
Broker Non-Votes |
| James R. Anderson |
125,646,803 |
113,151 |
84,585 |
4,418,887 |
| Robin A. Abrams |
122,966,265 |
2,787,371 |
90,903 |
4,418,887 |
| Douglas Bettinger |
125,647,706 |
109,386 |
87,447 |
4,418,887 |
| Que Thanh Dallara |
124,921,759 |
839,132 |
83,648 |
4,418,887 |
| John Forsyth |
124,542,432 |
1,214,360 |
87,747 |
4,418,887 |
| Mark E. Jensen |
125,162,140 |
588,296 |
94,103 |
4,418,887 |
| James P. Lederer |
124,096,555 |
1,661,635 |
86,349 |
4,418,887 |
| D. Jeffrey Richardson |
123,438,080 |
2,319,606 |
86,853 |
4,418,887 |
| Elizabeth Schwarting |
123,437,233 |
2,324,551 |
82,755 |
4,418,887 |
Proposal 2: Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2024
The appointment of Ernst & Young was ratified, and the voting results are set forth below:
| For |
Against |
Abstain |
| 130,154,754 |
54,163 |
54,509 |
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation
The advisory vote to approve the executive compensation of the Company’s named executive officers was approved, and the voting results are set forth below:
| For |
Against |
Abstain |
Broker Non-Votes |
| 122,577,779 |
3,179,482 |
87,278 |
4,418,887 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being furnished herewith:
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Exhibit No.
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Description
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| 104 |
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Cover Page Interactive Data File (formatted as Inline XBRL). |
SIGNATURES
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.
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LATTICE SEMICONDUCTOR CORPORATION
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By:
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/s/ Tracy Feanny
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Date:
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May 6, 2024
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Tracy Feanny
Senior Vice President and General Counsel
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EXHIBIT INDEX
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Exhibit No.
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Description
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| 104 |
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Cover Page Interactive Data File (formatted as Inline XBRL). |