Wolfspeed (NYSE: WOLF) appoints Andy Mattes, shifts 2026 meeting timing
Rhea-AI Filing Summary
Wolfspeed, Inc. appointed Andreas (Andy) W. Mattes, age 65, to its Board of Directors and as chair of the Compensation Committee, effective immediately. The Board determined that he qualifies as an independent director under New York Stock Exchange rules and noted no related-party transactions requiring disclosure.
Mattes will receive an annual cash retainer of $80,000 for Board service, an additional $20,000 for chairing the Compensation Committee, and an initial RSU grant with a grant date fair value of $500,000, followed by annual RSU awards of $200,000, all subject to specified vesting schedules. Wolfspeed plans to hold its 2026 Annual Meeting of Stockholders on October 27, 2026, with shareholder proposals under Rule 14a-8 and advance notice nominations due by August 7, 2026, and universal proxy notices due by August 28, 2026.
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8-K Event Classification
3 items: 5.02, 8.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Annual Board retainer: $80,000
Compensation Committee chair retainer: $20,000
Initial RSU award value: $500,000
+5 more
8 metrics
Annual Board retainer
$80,000
Cash retainer for Andy W. Mattes’s service as a Wolfspeed director
Compensation Committee chair retainer
$20,000
Additional annual cash retainer for chairing the Compensation Committee
Initial RSU award value
$500,000
Grant date fair value of Andy Mattes’s initial restricted stock unit award
Annual RSU award value
$200,000
Grant date fair value of ongoing annual RSU awards for Andy Mattes
Director age
65 years
Age of Andreas (Andy) W. Mattes at time of appointment
2026 Annual Meeting date
October 27, 2026
Scheduled date of Wolfspeed’s 2026 Annual Meeting of Stockholders
Rule 14a-8 proposal deadline
August 7, 2026
Last date for stockholder proposals to be included in 2026 proxy materials
Universal proxy notice deadline
August 28, 2026
Deadline for Rule 14a-19 universal proxy notices for director nominees
Key Terms
restricted stock units, Management Incentive Compensation Plan, independent director, universal proxy rules, +2 more
6 terms
restricted stock units financial
"will receive an initial equity award of restricted stock units (“RSUs”)"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Management Incentive Compensation Plan financial
"In addition, Mr. Mattes is eligible to participate in the 2025 Management Incentive Compensation Plan"
independent director regulatory
"The Board determined that Mr. Mattes satisfies the New York Stock Exchange definition of “independent director.”"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
universal proxy rules regulatory
"In addition, to comply with the universal proxy rules, stockholders who have properly"
Universal proxy rules require that when shareholders vote to elect directors in a contested election, the proxy card mailed to investors can include candidates nominated by both the company and dissident shareholders, letting investors mix and match their choices on a single ballot. This matters to investors because it makes their vote more flexible and easier to use, like replacing separate lists with one common ballot, which can influence who controls the board and the company’s future direction.
Rule 14a-8 regulatory
"To be included in the proxy materials for the 2026 Annual Meeting, stockholder proposals submitted in compliance with Rule 14a-8"
Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.
Rule 14a-19 regulatory
"information required by Rule 14a-19 under the Exchange Act, which notice must be postmarked"
Rule 14a-19 is a U.S. Securities and Exchange Commission rule that governs how independent proxy advisory firms produce and distribute voting recommendations for shareholders. It requires these advisers to provide companies with notice of their recommendations and a chance to respond, and to disclose certain conflicts; think of it as a referee ensuring both sides see a game plan before fans cast votes. Investors care because proxy advisers influence voting outcomes and corporate governance, so the rule affects transparency, potential bias, and the reliability of guidance that many investors rely on when voting shares.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What board change did Wolfspeed (WOLF) disclose in this 8-K?
Wolfspeed appointed Andreas (Andy) W. Mattes to its Board of Directors and named him chair of the Compensation Committee, effective immediately, adding a veteran semiconductor and technology executive with more than 40 years of leadership and public-company board experience.
How is new director Andy Mattes compensated at Wolfspeed (WOLF)?
Andy Mattes receives an annual cash retainer of $80,000 for Board service, plus $20,000 for chairing the Compensation Committee. He also gets an initial $500,000 RSU grant with staged vesting and ongoing annual RSU awards valued at $200,000 each.
When is Wolfspeed’s (WOLF) 2026 Annual Meeting and why was timing highlighted?
The 2026 Annual Meeting is expected on October 27, 2026, more than 30 days earlier than the prior year’s December 16 date. Because of this change, Wolfspeed reset shareholder proposal and nomination deadlines consistent with SEC rules and its Bylaws.
How can Wolfspeed (WOLF) investors submit proposals or nominations for 2026?
Eligible stockholders must send written proposals or nominations to the Corporate Secretary at Wolfspeed’s Durham, North Carolina headquarters by August 7, 2026, and, if using universal proxy, provide Rule 14a-19 notice by August 28, 2026, complying with all SEC rules and Bylaws.
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 28, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(919 ) 407-5300
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
| | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
Election of Andreas W. Mattes as Director
On July 28, 2026, the Board of Directors (the “Board”) of Wolfspeed, Inc. (the “Company”) appointed Andreas (“Andy”) W. Mattes as a member of the Board and as a member and the chair of the Compensation Committee of the Board, with such appointments effective immediately.
Mr. Mattes, age 65, served as the President and Chief Executive Officer of Coherent, Inc. (Nasdaq: COHR), a leading provider of laser and laser-based technologies for scientific, commercial, and industrial applications, from April 2020 to July 2022. Prior to Coherent, from July 2019 to April 2020, Mr. Mattes served as a Senior Advisor at McKinsey & Company, where he focused on advising international businesses on high-impact transformations, agile change, and positioning companies for growth. He has held senior leadership roles at Diebold Nixdorf, Hewlett Packard and Siemens. Mr. Mattes currently serves as a member of the Supervisory Board of ams-OSRAM AG and as Chairman of the Supervisory Board of AT&S AG (Austria Technologie & Systemtechnik), and serves on the board of directors of Cohu, Inc. (Nasdaq: COHU).
Mr. Mattes will receive an annual cash retainer of $80,000 for service as a member of the Board and an additional annual cash retainer of $20,000 for service as chair of the Compensation Committee of the Board. In addition, Mr. Mattes is eligible to participate in the 2025 Management Incentive Compensation Plan. Mr. Mattes will receive an initial equity award of restricted stock units (“RSUs”) with a grant date fair value equal to $500,000, which will vest as to one-third of the RSUs on the first anniversary of the date of grant and as to the remaining RSUs in equal quarterly installments over the following two years. Mr. Mattes will also be eligible for an annual equity award of RSUs with a grant date fair value equal to $200,000, which will vest in full on the first anniversary of the date of grant.
In connection with his election, Mr. Mattes will enter into the Company’s standard indemnification agreement for directors and officers, a copy of which is filed as Exhibit 10.6 to the Company’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2025, and is incorporated herein by reference.
There are no arrangements or understandings pursuant to which Mr. Mattes was elected as a director. Mr. Mattes is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended. The Board determined that Mr. Mattes satisfies the New York Stock Exchange definition of “independent director.”
A copy of the Company’s press release announcing the appointment of Mr. Mattes is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 8.01 | Other Events. | ||||
2026 Annual Meeting of Stockholders
The Company expects to hold its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) on Tuesday, October 27, 2026. As the date of the 2026 Annual Meeting has been advanced by more than 30 days from the anniversary date of the Company’s 2025 Annual Meeting of Stockholders held on December 16, 2025 (the “2025 Annual Meeting”), in accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is informing its stockholders of such change. The time, location, and format of the 2026 Annual Meeting will be as set forth in the Company’s proxy statement for the 2026 Annual Meeting (the “Proxy Statement”).
The previously announced deadlines for submitting stockholder proposals under Rule 14a-8 under the Exchange Act (“Rule 14a-8”), as well as the deadlines for submitting director nominations or other proposals outside of Rule 14a-8 pursuant to the Company’s Bylaws and Rule 14a-19 of the Exchange Act, as set forth in the Company’s proxy statement for the 2025 Annual Meeting, filed with the SEC on October 23, 2025, no longer apply.
To be included in the proxy materials for the 2026 Annual Meeting, stockholder proposals submitted in compliance with Rule 14a-8 must be received in writing no later than August 7, 2026, which the Company has determined to be a reasonable time before it expects to begin printing and distributing its proxy materials for the 2026 Annual Meeting. Any written communication should be addressed to the attention of the Corporate Secretary at Wolfspeed, Inc., 4600 Silicon Drive, Durham, North Carolina 27703.
In accordance with the Company’s Bylaws, if an eligible stockholder wishes to make a nomination for director, or wishes to introduce any business at the 2026 Annual Meeting, such stockholder must give the Company advance notice in accordance with the Company’s Bylaws. To be timely, the Company must receive such notice for its 2026 Annual Meeting at the address set forth above no later than August 7, 2026.
In addition, to comply with the universal proxy rules, stockholders who have properly and timely submitted a nomination for a director or directors and intend to solicit proxies in support of director nominees other than the Company’s nominees for the 2026 Annual Meeting must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, which notice must be postmarked or transmitted electronically to the Company at its principal executive offices no later than August 28, 2026.
All proposals, nominations, and/or notices must be delivered to the Company in compliance with all applicable SEC rules and regulations and the Company’s Bylaws.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits
| Exhibit No. | Description of Exhibit | ||||||||||
| 99.1 | Press release dated July 29, 2026 | ||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||||
SIGNATURE
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.
| WOLFSPEED, INC. | |||||||||||
| By: | /s/ Melissa Garrett | ||||||||||
| Melissa Garrett | |||||||||||
| Senior Vice President and General Counsel | |||||||||||
Date: July 29, 2026
Exhibit 99.1
FOR IMMEDIATE RELEASE
Wolfspeed strengthens Board with Appointment of Semiconductor and Technology Executive Andy W. Mattes
New Board member Andy W. Mattes brings deep industry expertise together with proven record leading global public companies through transformation and growth
DURHAM, N.C. — July 29, 2026 — Wolfspeed, Inc. (NYSE: WOLF), a global leader in silicon carbide technology, announced today that Andy W. Mattes has been appointed to its Board of Directors, effective immediately.
Andy W. Mattes is a technology executive with more than 40 years of leadership experience in the semiconductor and advanced technology industries. He previously served as public-company CEO of Coherent and Diebold Nixdorf and has held senior leadership roles at Hewlett Packard, Siemens and McKinsey & Company. Mattes also has more than two decades of public-company Board experience and currently serves on the Board of AT&S AG, ams OSRAM AG and Cohu, Inc. Throughout his career, Mattes has built a strong record of strategic leadership, operational excellence and industry relationships. His experience in technology, operations and corporate governance will support Wolfspeed’s focus on disciplined execution and long-term growth.
“Andy Mattes is a distinguished global technology leader whose experience and strategic perspective will be a tremendous asset to our Board,” said Robert Feurle, CEO of Wolfspeed. “We are pleased to welcome Andy to the Board as Wolfspeed enters its next phase of growth. His proven leadership and industry expertise will be invaluable during this transformative period for the company as it executes its strategic priorities, reinforces its market leadership in silicon carbide, and capitalizes on compelling long-term opportunities.”
Andy Mattes added, “I am excited to join Wolfspeed at this pivotal time in its evolution and to contribute to the company’s mission, strategy and future growth. Wolfspeed’s leadership in silicon carbide addresses critical needs across power electronics, electrification, energy efficiency and advanced industrial applications. Robert Feurle and the management team have taken foundational steps over the past year to position the company for continued progress, and I look forward to partnering with the Board and leadership team as Wolfspeed advances its strategy and creates long-term value for all stakeholders.”
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About Wolfspeed, Inc.
Wolfspeed (NYSE: WOLF) leads the market in the worldwide adoption of silicon carbide technologies that power the world’s most disruptive innovations. As the pioneers of silicon carbide, and creators of the most advanced semiconductor technology on earth, we are committed to powering a better world for everyone. Through silicon carbide material, Power Modules, Discrete Power Devices and Power Die Products targeted for various applications, we will bring you The Power to Make It RealTM. Learn more at www.Wolfspeed.com.
Wolfspeed® is a registered trademark and The Power to Make It Real™ is a trademark of Wolfspeed, Inc.
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Forward-Looking Statements
This press release contains forward-looking statements involving risks and uncertainties, both known and unknown, that may cause Wolfspeed’s actual results to differ materially from those indicated in the forward-looking statements. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about Wolfspeed’s strategic plans, priorities, growth opportunities, and ability to achieve profitability. Actual results could differ materially due to factors detailed in Wolfspeed’s filings with the U.S. Securities and Exchange Commission (“SEC”), including its most recent Annual Report on Form 10-K and subsequent SEC filings. These forward-looking statements represent Wolfspeed’s judgment as of the date of this release. Except as required under U.S. federal securities laws, Wolfspeed disclaims any intent or obligation to update any forward-looking statements after the date of this release.
Media Relations: media@wolfspeed.com
Investor Relations: investorrelations@wolfspeed.com
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