algm-20221110

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): November 10, 2022

ALLEGRO MICROSYSTEMS, INC.

(Exact name of registrant as specified in its charter)

_________________

Delaware

001-39675

46-2405937

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(IRS Employer
Identification No.)

955 Perimeter Road

Manchester,

New Hampshire

03103

(Address of principal executive offices)

(Zip Code)

(603) 626-2300

(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:

☐

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, par value $0.01 per share

ALGM

The Nasdaq Global Select Market

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 1.02 Termination of a Material Definitive Agreement.

On November 10, 2022, the board of directors (the “Board”) of Allegro MicroSystems, Inc. (the “Company”) terminated the Board Executive Advisor Agreement dated September 28, 2017, as amended on June 28, 2018 (the “Consulting Agreement”) between the Company and Reza Kazerounian, a member of the Company’s Board. As previously disclosed, the Consulting Agreement was entered into prior to Mr. Kazerounian becoming a member of the Board and engaged Mr. Kazerounian to serve as executive advisor to the Board and the office of the Chief Executive Officer. Under the terms of the Consulting Agreement, Mr. Kazerounian is entitled to a $180,000 cash severance payment from the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.						Description
Exhibit 104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

ALLEGRO MICROSYSTEMS, INC.

Date:

November 17, 2022

By:

/s/ Sharon S. Briansky

Sharon S. Briansky

Senior Vice President, General Counsel and Secretary

Allegro MicroSystems Inc. filed SEC Form 8-K: Termination of a Material Definitive Agreement, Financial Statements and Exhibits