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Cirrus Logic (NASDAQ: CRUS) details 2026 director and pay votes

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cirrus Logic, Inc. reported voting results from its July 31, 2026 Annual Meeting of Stockholders. Stockholders cast between 35,974,970 and 41,532,642 votes For each of the seven director nominees, with additional broker non-votes recorded for each nominee.

For ratification of Ernst & Young LLP as independent registered public accounting firm, holders cast 42,641,138 votes For, 3,275,224 Against and 35,687 abstentions. The advisory vote on named executive officer compensation received 39,913,395 votes For and 1,802,417 Against. The amendment and restatement of the 2018 Long Term Incentive Plan drew 39,021,573 votes For and 2,697,402 Against, with broker non-votes of 4,181,515 on each of Proposals Three and Four.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Auditor ratification votes For 42,641,138 Votes For ratifying Ernst & Young LLP as independent registered public accounting firm
Auditor ratification votes Against 3,275,224 Votes Against ratifying Ernst & Young LLP for fiscal year ending March 27, 2027
Say-on-pay votes For 39,913,395 Advisory vote to approve named executive officer compensation
Say-on-pay votes Against 1,802,417 Votes Against advisory approval of named executive officer compensation
Long Term Incentive Plan votes For 39,021,573 Approval of Amendment and Restatement of 2018 Long Term Incentive Plan
Long Term Incentive Plan votes Against 2,697,402 Votes Against the amended and restated 2018 Long Term Incentive Plan
Highest director nominee votes For 41,532,642 Votes For director nominee Raghib Hussain in Proposal One
Lowest director nominee votes For 35,974,970 Votes For director nominee Catherine P. Lego in Proposal One
Broker Non-Votes regulatory
"Votes For | Votes Withheld | Broker Non-Votes Alexander M. Davern"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm regulatory
"appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory vote regulatory
"Proposal Three: Advisory vote to approve named executive officer compensation"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
Long Term Incentive Plan financial
"Approval of an Amendment and Restatement of the Company's 2018 Long Term Incentive Plan"
A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What matters did Cirrus Logic (CRUS) stockholders vote on at the July 31, 2026 annual meeting?

Stockholders voted on four proposals: electing seven directors, ratifying Ernst & Young LLP as independent registered public accounting firm, an advisory vote on named executive officer compensation, and approval of an amended and restated 2018 Long Term Incentive Plan.

How did Cirrus Logic (CRUS) shareholders vote on the 2026 director nominees?

Shareholders cast between 35,974,970 and 41,532,642 votes For each of the seven director nominees. Votes withheld ranged from 237,892 to 5,795,564, and each nominee also had 4,181,515 broker non-votes recorded in the director election proposal.

How many votes supported ratifying Ernst & Young LLP as Cirrus Logic (CRUS) auditor?

For auditor ratification, shareholders cast 42,641,138 votes For appointing Ernst & Young LLP and 3,275,224 votes Against, with 35,687 abstentions. This ratification covers the fiscal year ending March 27, 2027 as the independent registered public accounting firm.

What were the 2026 say-on-pay advisory vote results for Cirrus Logic (CRUS)?

In the advisory vote on named executive officer compensation, Cirrus Logic received 39,913,395 votes For and 1,802,417 votes Against, with 54,722 abstentions and 4,181,515 broker non-votes. This vote is advisory and addresses executive pay practices disclosed to investors.

How did Cirrus Logic (CRUS) stockholders vote on the 2018 Long Term Incentive Plan amendment?

For the amendment and restatement of the 2018 Long Term Incentive Plan, shareholders cast 39,021,573 votes For and 2,697,402 votes Against, with 51,559 abstentions and 4,181,515 broker non-votes. This proposal concerns the company’s long-term equity incentive program.

Which Cirrus Logic (CRUS) director nominee received the highest and lowest For votes in 2026?

Among nominees, Raghib Hussain received the highest support with 41,532,642 votes For and 237,892 withheld. Catherine P. Lego received 35,974,970 votes For and 5,795,564 withheld, alongside 4,181,515 broker non-votes for each nominee.
FALSE000077240600007724062026-07-312026-07-31




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):    July 31, 2026
Commission File Number
CIRRUS LOGIC, INC.
(Exact name of Registrant as specified in its charter)
Delaware000-1779577-0024818
(State or Other Jurisdiction of
Incorporation or Organization)
(Commission File Number)(IRS Employer
Identification No.)
800 W. 6th StreetAustin,TX78701
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code:
(512)
851-4000
 
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 classTrading SymbolName of each exchange on which registered
Common stock, $0.001 par valueCRUSThe 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.

The Annual Meeting of Stockholders of the Company was held on July 31, 2026. At the Annual Meeting, the Company’s stockholders voted on the following proposals described in detail in the Company’s Proxy Statement, dated June 3, 2026. Final voting results for each of the matters voted on at the meeting are set forth below.

Proposal One: Election of Directors.

Name
Votes For
Votes Withheld
Broker Non-Votes
Alexander M. Davern40,274,7881,495,7464,181,515
John M. Forsyth40,477,0851,293,4494,181,515
Raghib Hussain41,532,642237,8924,181,515
Duy-Loan Le41,115,368655,1664,181,515
Catherine P. Lego35,974,9705,795,5644,181,515
William D. Mosley40,499,5651,270,9694,181,515
David J. Tupman39,408,6262,361,9084,181,515

Proposal Two: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 27, 2027.

Votes For
Votes Against
Votes Abstained
Broker Non-Votes
42,641,1383,275,22435,687

Proposal Three: Advisory vote to approve named executive officer compensation.

Votes For
Votes Against
Votes Abstained
Broker Non-Votes
39,913,3951,802,41754,7224,181,515
our:
Proposal Four: Approval of an Amendment and Restatement of the Company's 2018 Long Term Incentive Plan

Votes For
Votes Against
Votes Abstained
Broker Non-Votes
39,021,5732,697,40251,5594,181,515


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CIRRUS LOGIC, INC.
Date:August 3, 2026By:/s/ Gregory S. Thomas
Name:Gregory S. Thomas
Title:Executive Vice President, General Counsel

Filing Exhibits & Attachments

3 documents