[8-K] Allegro MicroSystems, Inc. Reports Material Event

Rhea-AI Filing Summary

Allegro MicroSystems held its annual shareholder meeting where shareholders elected three Class II directors—Michael C. Doogue, Katsumi Kawashima and Yoshihiro (Zen) Suzuki—to serve through the 2028 annual meeting. The meeting results show votes for each nominee of 176,315,487; 156,827,164; and 151,525,410, respectively, with broker non-votes of 4,116,366.

The shareholders also ratified PricewaterhouseCoopers, LLP as the independent registered public accounting firm with 180,568,743 votes in favor, and approved on an advisory basis the company’s executive compensation with 160,639,625 votes for and 15,864,764 votes against. The record includes notable withheld votes for two nominees (19,747,810 and 25,049,564).

Insights

Corporate Governance Expert

TL;DR Board slate elected; PwC ratified; advisory pay approved; notable withheld votes on two nominees could signal shareholder concerns.

The election outcomes are decisive: all three nominees were elected to serve until 2028, with Michael C. Doogue receiving overwhelming support (176,315,487 for, 259,487 withheld). Katsumi Kawashima and Yoshihiro (Zen) Suzuki were elected but recorded material withheld votes (19,747,810 and 25,049,564), representing meaningful minority opposition relative to total votes cast. The ratification of PwC (180,568,743 for) is nearly unanimous, and the advisory vote on executive compensation passed comfortably (160,639,625 for), indicating broad but not unanimous shareholder support for pay practices.

Securities Analyst

TL;DR Routine corporate governance outcomes; auditor ratification and say-on-pay passage reduce near-term governance uncertainty.

From a market perspective, the meeting removed two procedural uncertainties: auditor selection and advisory approval of executive compensation were confirmed by shareholders. The scale of "for" votes on PwC (180,568,743) and on say-on-pay (160,639,625) suggests limited disruption to oversight and financial reporting continuity. The presence of 4,116,366 broker non-votes and sizable withheld votes for two directors merit monitoring but do not by themselves indicate immediate financial impact.

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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): August 7, 2025

Allegro MicroSystems, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-39675	46-2405937
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
955 Perimeter Road
Manchester, New Hampshire				03103
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (603) 626-2300

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		ALGM		The Nasdaq Stock Market LLC

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.

On August 7, 2025, Allegro MicroSystems, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the three proposals, as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities Exchange Commission on June 25, 2025, were presented. At the Annual Meeting, the Company’s shareholders: (i) elected each of the three nominees, Michael C. Doogue, Katsumi Kawashima, and Yoshihiro (Zen) Suzuki to serve as a Class II Directors until the 2028 Annual Meeting of Shareholders, and until each such director’s respective successor is elected and qualified; (ii) ratified the appointment of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 27, 2026; and (iii) approved, on an advisory basis, the Company’s executive compensation.

The final voting results for each matter submitted to a vote of shareholders at the Annual Meeting are as follows:

Proposal One: Election of Directors

Nominee		Votes For		Votes Withheld		Broker Non-Votes
Michael C. Doogue		176,315,487		259,487		4,116,366
Katsumi Kawashima		156,827,164		19,747,810		4,116,366
Yoshihiro (Zen) Suzuki		151,525,410		25,049,564		4,116,366

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
180,568,743		12,611		109,986		0

Proposal Three: Advisory Vote on Executive Compensation

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
160,639,625		15,864,764		70,585		4,116,366

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
Exhibit 104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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.

		ALLEGRO MICROSYSTEMS, INC.
Date: August 8, 2025		By:	/s/ Sharon S. Briansky
			Sharon S. Briansky
			Senior Vice President, General Counsel and Secretary

FAQ

Who were elected to Allegro MicroSystems' (ALGM) board at the annual meeting?

Michael C. Doogue, Katsumi Kawashima, and Yoshihiro (Zen) Suzuki were elected as Class II directors

Was PricewaterhouseCoopers (PwC) ratified as Allegro MicroSystems' auditor (ALGM)?

Yes. PwC was ratified as the independent registered public accounting firm with 180,568,743 votes in favor

Did ALGM shareholders approve the advisory vote on executive compensation?

Yes. The advisory vote passed with 160,639,625 votes for and 15,864,764 votes against

How many broker non-votes were recorded at Allegro's meeting (ALGM)?

4,116,366 broker non-votes were recorded against the director and advisory proposals

Where is the meeting result exhibit listed in the filing?

Exhibit 104 (Cover Page Interactive Data File) is included in the filing