[8-K] Cirrus Logic Inc Reports Material Event

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FALSE000077240600007724062025-07-292025-07-29

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 29, 2025

Commission File Number

CIRRUS LOGIC, INC.

(Exact name of Registrant as specified in its charter)

Delaware

000-17795

77-0024818

(State or Other Jurisdiction of Incorporation or Organization)

(Commission File Number)

(IRS Employer Identification No.)

800 W. 6th Street

Austin,

TX

78701

(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 class

Trading Symbol

Name of each exchange on which registered

Common stock, $0.001 par value

CRUS

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.

The Annual Meeting of Stockholders of the Company was held on July 29, 2025. At the Annual Meeting, the Company’s stockholders voted on the following proposals described in detail in the Company’s Proxy Statement, dated June 4, 2025. 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. Davern						41,987,904						390,053						4,171,006
John M. Forsyth						42,079,942						298,015						4,171,006
Raghib Hussain						42,238,964						138,993						4,171,006
Duy-Loan Le						41,491,930						886,027						4,171,006
Catherine P. Lego						40,371,132						2,006,825						4,171,006
William D. Mosley						41,248,104						1,129,853						4,171,006
David J. Tupman						39,922,117						2,455,840						4,171,006

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 28, 2026.

Votes For						Votes Against						Votes Abstained						Broker Non-Votes
43,969,121						2,460,055						119,787

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

Votes For						Votes Against						Votes Abstained						Broker Non-Votes
39,995,127						2,222,388						160,442						4,171,006

our:

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:

July 30, 2025

By:

/s/ Gregory S. Thomas

Name:

Gregory S. Thomas

Title:

Senior Vice President, General Counsel

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