Business Context and Reporting Period
This Form 8-K Current Report was filed by GSI Technology, Inc. on March 17, 2015, covering events occurring on March 16, 2015. The filing primarily addresses corporate governance changes involving the Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on personnel appointments rather than financial performance.
Material Changes
The Board of Directors appointed two new members to fill newly-created positions, effective March 16, 2015:
- E. Thomas Hart: Currently non-executive Chairman of QuickLogic Corporation. Previously served as President and CEO of QuickLogic and held senior roles at National Semiconductor and Motorola.
- Jack A. Bradley: Currently a partner at David Powell Financial Services. Previously served as CEO of Packet Design, Inc., and held senior roles at Cisco Systems, 3Com Corporation, and Bridge Communications.
The Board now consists of seven directors. Both new directors will stand for re-election at the 2015 annual meeting of stockholders.
Compensation and Governance Details
Compensation for the new directors follows the Company's policy for non-employee directors:
- Stock Options: Each director was granted options to purchase 10,000 shares of common stock.
- Effective Date: March 19, 2015.
- Exercise Price: Equal to the closing sale price on the Effective Date.
- Vesting Schedule: Three equal annual installments beginning on the first anniversary of the Effective Date.
- Indemnification: Both directors entered into standard indemnification agreements.
The specific standing committees for Messrs. Hart and Bradley have not yet been determined.
Investor Verification Checklist
- Verify the exact closing stock price on March 19, 2015, to determine the exercise price of the granted options.
- Review the definitive proxy statement filed on July 16, 2014, for the full details of the non-employee director compensation policy.
- Monitor future filings to identify which standing committees the new directors will join.
- Confirm the date of the 2015 annual meeting of stockholders for the re-election of the new directors.