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

May 4, 2011
(Date of earliest event reported)    

RF Micro Devices, Inc.
(Exact name of registrant as specified in its charter)


North Carolina

0-22511

56-1733461

(State or Other Jurisdiction

(Commission File

(I.R.S. Employer

of Incorporation)

Number)

Identification No.)

 


7628 Thorndike Road
  Greensboro, North Carolina  27409-9421
 
(Address of principal executive offices)
  (Zip Code)

 

 

(336) 664-1233

(Registrant's telephone number, including area code)



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))


 


 

 

 

 

Item 5.02.       Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e)

 

FY 2012 Restricted Stock Award Targets and Performance Criteria

 

            On May 4, 2011, the Compensation Committee (the "Committee") of the Board of Directors of RF Micro Devices, Inc. (the "Company") approved awards of performance- and service-based restricted stock units (each, an "Award") in accordance with the 2003 Stock Incentive Plan of RF Micro Devices, Inc., as amended (the "Plan"), to certain employees, including each of the Company's named executive officers.  The purpose of these Awards is to link a portion of each named executive officer's equity compensation to the achievement of key Company initiatives that the Committee believes have a strong potential to impact longer-term shareholder value creation.  The fair market value for each share of restricted stock underlying each Award was established by the Committee in accordance with its historical grant practices at $6.31 per share, which was the closing price of the Company's common stock as quoted on the NASDAQ Global Select Market on May 3, 2011.  Each Award, in addition to being subject to customary terms and conditions as set forth in the Plan and respective Award agreement, is subject to specified performance and service conditions and represents a contingent right to receive an amount of the Company's common stock at a future date.

 

            Each Award will be earned, if at all, by each named executive officer based upon the Company's achievement of between two and six objective performance criteria (the "Goals") established by the Committee that must be satisfied during the Company's current fiscal year ending March 31, 2012 (the "Stock Award Performance Period").  The Goals relate to the successful development and launch of specific technologies and products, accomplishment of key supply chain and manufacturing improvements and expansion of business with a key channel partner.  The number of shares of restricted stock subject to each Award will be determined based on the achievement by the Company of the Goals established by the Committee.  Each Award may be earned in whole or in part based on the number of Goals actually achieved during the Stock Award Performance Period.

 

            Each of the Company's named executive officers, if between two and six Goals are satisfied, will be eligible to receive shares of restricted common stock of the Company at the conclusion of the Stock Award Performance Period up to the maximum number of shares set forth below:                                                                  

 

Name:  Maximum Award
  (if all six Goals are achieved)
   
Robert A. Bruggeworth 365,100 shares
President and Chief Executive Officer  
   
Steven E. Creviston

189,750 shares

Corporate Vice President and  

President of Cellular Products Group

 
   
Jerry D. Neal 92,700 shares

Executive Vice President of

 

Marketing and Strategic Development

 

 


 


 

 

 

William A. Priddy, Jr.

156,900 shares

Chief Financial Officer,  
Corporate Vice President of Administration and  
Secretary  
   
Robert M. Van Buskirk

 136,950 shares

Corporate Vice President and  
President of Multi-Market Products Group  
   

                                                             

            The shares of restricted stock earned by each named executive officer at the end of the Stock Award Performance Period, if any, will vest over a three-year period, with 50% vesting following completion of the Stock Award Performance Period and the remaining 50% vesting in equal annual installments over each of the following two years, as long as the named executive officer is an employee of the Company on each such vesting date.  No shares are issued unless, and then only to the extent that, an Award is both earned and vested.

 

Establishment of FY 2012 Cash Bonus Award Targets and Performance Criteria
 

            On May 4, 2011, the Committee, in accordance with the terms and conditions of the Company's current Cash Bonus Plan, established the cash bonus award targets and performance criteria applicable to various employees for fiscal 2012 (the "FY12 Bonus Awards").  The FY12 Bonus Awards will consist of two separate components, and eligibility for each component will be based on two six-month performance periods.  The Committee has determined that the first component of the FY12 Bonus Awards will be based on performance during the first and second quarters of fiscal 2012, and the metrics used to measure performance during this six-month performance period are "free cash flow" (net cash provided by operating activities minus property and equipment expenditures), Multi-Market Products Group ("MPG") sales growth, Cellular Products Group ("CPG") sales growth, and gross margin.  During this performance period, each metric will constitute 25% of the total bonus opportunity.
 

With respect to the first component of the FY12 Bonus Awards, each named executive officer identified below has the opportunity to earn a cash bonus in an amount between 70% and 200% of one-half of his fiscal 2012 annual target bonus percentage (the "Target"), depending on the Company's level of free cash flow, MPG and CPG sales growth, and gross margin during the first two quarters of fiscal 2012.  The Target has been established by the Committee as a percentage of each named executive officer's fiscal 2012 annual base salary.  The Committee expects to establish the performance metrics for the second component of the FY12 Bonus Awards, which is expected to be based on performance during the third and fourth quarters of fiscal 2012, during the third quarter of fiscal 2012.  The cash amount of each component of the FY12 Bonus Awards will be pro rated for performance between thresholds.  No named executive officer will receive FY12 Bonus Awards that, in the aggregate, exceed 200% of his Target as established by the Committee.
           

The Target for each of the Company's named executive officers, which is unchanged from fiscal 2011, is set forth below:
 

 

 

Name  Target
   
Robert A. Bruggeworth    100%
President and Chief Executive Officer  
   
Steven E. Creviston 75%
Corporate Vice President and  
President of Cellular Products Group  
   
Jerry D. Neal 75%
Executive Vice President of  
Marketing and Strategic Development  
   

 


 

   

William A. Priddy, Jr. 75%
Chief Financial Officer,  
Corporate Vice President of Administration and  
Secretary  
   
Robert M. Van Buskirk 

75%

Corporate Vice President and  
President of Multi-Market Products Group  
   
   
   

   

                                                                 
 


 


 

 

 

 

 

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.

 

RF Micro Devices, Inc.

 

 

By: /s/ William A. Priddy, Jr.                                      
                                                                                         William A. Priddy, Jr.
                                                                                         Chief Financial Officer, Corporate Vice President
                                                                                         of Administration and Secretary
                                                                                  

Date:    May 10, 2011