Business Context and Reporting Period
This Form 8-K Current Report was filed by Allegro MicroSystems, Inc. (ALGM) on May 11, 2026, with the earliest event reported on May 11, 2026. The filing addresses corporate governance changes regarding the Board of Directors ahead of the 2026 Annual Meeting of Stockholders scheduled for August 5, 2026.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on director departures and appointments and does not contain financial performance data.
Material Changes
- Director Departures: Susan D. Lynch and Richard R. Lury notified the Board on May 11 and May 13, 2026, respectively, that they will not stand for reelection as Class III directors. Their service will terminate immediately prior to the Annual Meeting. The departures are not the result of any disagreement with the Company.
- Board Expansion and Election: On May 13, 2026, the Board expanded its size to ten members and elected Robert J. Willett as a Class III Director. His term lasts until the Annual Meeting and until his successor is elected.
- Committee Appointments: Robert J. Willett was appointed to the Audit Committee and Compensation Committee. The Board determined he qualifies as an independent director, an audit committee financial expert, and meets enhanced independence requirements for compensation committee members.
- Compensation: Mr. Willett will receive fees consistent with the Company's director compensation program, with annual cash compensation and restricted stock awards pro-rated from his election date.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding future business performance. No specific risks or contingencies related to operations were disclosed in this report. The filing notes that the information in Item 7.01 and Exhibit 99.1 is furnished and not deemed "filed" for purposes of Section 18 of the Exchange Act.
Key Facts for Investor Verification
- Verify the exact date of the 2026 Annual Meeting of Stockholders (August 5, 2026) to confirm the effective termination date for departing directors.
- Review the Company's Quarterly Report on Form 10-Q filed on January 30, 2026, to understand the specific director compensation program applicable to the new appointee.
- Confirm the independence status and financial expertise of Robert J. Willett as disclosed in the filing to ensure compliance with Nasdaq and SEC rules.
- Check for any subsequent filings regarding the election of successors to the departing Class III directors.