What changed in this filing

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Item 9A. Controls and Procedures

2024-02-16 compared with 2023-02-17 · 57 added, 53 removed, 119 unchanged (48% of the section changed)

1 unchanged sentence

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

In connection with the filing of this Annual Report on Form 10-K, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2022.

These disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

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GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

We do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud.

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Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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Based on this assessment, management concluded that, as of December 30, 2023, the Company's internal control over financial reporting was effective.

Ernst & Young LLP, our independent registered public accounting firm, has audited the Company's internal control over financial reporting and has issued its opinion on the effectiveness of the Company's internal control over financial reporting, which appears on page 

60 in this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) that occurred during the fourth quarter of fiscal 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We do not believe there has been any material impact to our internal controls over financial reporting notwithstanding that most of our employees are working remotely due to the COVID-19 pandemic.

We continue to monitor and assess the COVID-19 situation on our internal controls to address any potential impact on their design and operating effectiveness.

Other Information

Rule 10b5 - 1 Trading Plans

On November 29, 2023 , Stephen Douglass, Senior Vice President and Chief Technology Officer, adopted a Rule 10b5 - 1 trading arrangement intended to satisfy the affirmative defense condition of Rule 10b5 - 1 (c), pursuant to which an estimated aggregate of 8,275 shares of our Common Stock may be sold.

The aggregate number of shares sold may differ based on tax withholdings for vesting stock awards, actual market achievement for performance RSUs, and actual number of future shares purchased under the Employee Stock Purchase Plan.

The duration of the trading arrangement is until February 27, 2025 , or earlier if all transactions under the trading arrangement are completed .

On November 29, 2023 , Tracy Feanny, Senior Vice President and General Counsel, adopted a Rule 10b5 - 1 trading arrangement intended to satisfy the affirmative defense condition of Rule 10b5 - 1 (c), pursuant to which an estimated aggregate of 11,984 shares of our Common Stock may be sold.

The aggregate number of shares sold may differ based on tax withholdings for vesting stock awards and actual market achievement for performance RSUs.

The duration of the trading arrangement is until March 4, 2025 , or earlier if all transactions under the trading arrangement are completed.

On November 29, 2023 , Mark Jensen, a Lattice Director, adopted a Rule 10b5 - 1 trading arrangement intended to satisfy the affirmative defense condition of Rule 10b5 - 1 (c), pursuant to which an estimated aggregate of 10,855 shares of our Common Stock may be sold.

The duration of the trading arrangement is until January 9, 2026 , or earlier if all transactions under the trading arrangement are completed.

On November 29, 2023 , Sherri Luther, Senior Vice President and Chief Financial Officer, adopted a Rule 10b5 - 1 trading arrangement intended to satisfy the affirmative defense condition of Rule 10b5 - 1 (c), pursuant to which an estimated aggregate of 42,141 shares of our Common Stock may be sold.

The aggregate number of shares sold may differ based on tax withholdings for vesting stock awards and actual market achievement for performance RSUs.

The duration of the trading arrangement is until December 3, 2024 , or earlier if all transactions under the trading arrangement are completed.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Certain information required by Part III is incorporated by reference from our definitive proxy statement (the “Proxy Statement”) for the 2023 Annual Meeting of Stockholders, pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, which we will file not later than 120 days after the end of the fiscal year covered by this report.

Certain information required by Part III is incorporated by reference from our definitive proxy statement (the “Proxy Statement”) for the 2024 Annual Meeting of Stockholders, pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, which we will file not later than 120 days after the end of the fiscal year covered by this report.

With the exception of the information expressly incorporated by reference from the Proxy Statement, the Proxy Statement is not to be deemed filed as a part of this report.

Directors, Executive Officers and Corporate Governance

Information regarding our directors that is required by this item is incorporated by reference from the information contained under the captions “Proposal 1:

Election of Directors”

and “Corporate Governance and Other Matters--Board Meetings and Committees”

in the Proxy Statement.

Information regarding our executive officers that is required by this item is incorporated by reference from the information contained under the caption "Executive Compensation--The Executive Officers of the Company”

in the Proxy Statement.

Information regarding Section 16(a) reporting compliance that is required by this item is incorporated by reference from the information contained under the caption “Section 16(a) Beneficial Ownership Reporting Compliance”

in the Proxy Statement.

Information regarding our directors that is required by this item is incorporated by reference from the information contained under the captions “Proposal 1:

Election of Directors” and “Corporate Governance and Other Matters--Board Meetings and Committees” in the Proxy Statement.

We have adopted a Code of Conduct that applies to all of our directors, employees, including our principal executive officer, principal financial officer, principal accounting officer, and persons performing similar functions, consultants, contractors, and agents.

The Code of Conduct is posted on our website at www.latticesemi.com .

In fiscal 2022, we rescinded our Director Code of Ethics and  expanded our Code of Conduct to cover directors, consultants, and agents.

In fiscal 2022, we rescinded our Director Code of Ethics and expanded our Code of Conduct to cover directors, consultants, and agents.

In addition, we revised our Code of Conduct to provide general guidance on how to handle ethical business decisions, and to expand and/or clarify provisions in the Code of Conduct related to antitrust, conflicts of interest, improper conduct and activities, and public disclosures.

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Information about our Corporate Governance Policies and written committee charters for our Audit Committee, Compensation Committee, and Nominating and Governance Committee are available free of charge on the Company's website at www.latticesemi.com and are available in print to any shareholder upon request.

Information regarding our Audit Committee that is required by this Item is incorporated by reference from the information concerning our Audit Committee contained under the caption “Corporate Governance and Other Matters--Board Meetings and Committees”

in the Proxy Statement.

Executive Compensation

The information contained under the captions “Executive Compensation,”

"Director Compensation," “Compensation Committee Interlocks and Insider Participation,”

and “Compensation Committee Report”

in the Proxy Statement is incorporated herein by reference.

Clawback Policy

We recently adopted a written compensation recovery policy in accordance with applicable Nasdaq rules, a copy of which is filed as an exhibit to this Annual Report on Form 10-K.

The policy provides that the Company will seek to recover any incentive-based compensation erroneously awarded to any current or former executive officer due to the material noncompliance with any financial reporting requirement under the securities laws during the three completed fiscal years immediately preceding the date the Company determines that an accounting restatement is required.

The information contained under the captions “Executive Compensation,” "Director Compensation," “Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report” in the Proxy Statement is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information contained under the captions “Security Ownership of Certain Beneficial Owners and Management”

and "Equity Compensation Plan Information" in the Proxy Statement is incorporated herein by reference.

The information contained under the captions “Security Ownership of Certain Beneficial Owners and Management” and "Equity Compensation Plan Information" in the Proxy Statement is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

The information contained under the captions entitled “Certain Relationships and Related Transactions”

and “Corporate Governance and Other Matters--Director Independence”

in the Proxy Statement is incorporated herein by reference.

The information contained under the captions entitled “Certain Relationships and Related Transactions” and “Corporate Governance and Other Matters--Director Independence” in the Proxy Statement is incorporated herein by reference.

Principal Accountant Fees and Services

The information contained under the caption entitled “Proposal 5:

Ratification of Appointment of Independent Registered Public Accounting Firm--Audit and Related Fees”

in the Proxy Statement is incorporated herein by reference.

The information contained under the caption entitled “Proposal 5:

Ratification of Appointment of Independent Registered Public Accounting Firm--Audit and Related Fees” in the Proxy Statement is incorporated herein by reference.

(a) List of Documents Filed as Part of this Report

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Exhibit Number

The Company’s Restated Certificate of Incorporation, as amended on June 4, 2009 (Incorporated by reference to Exhibit 3.1 filed with the Company's Current Report on Form 8-K filed June 4, 2009).

The Company’s Bylaws, as amended as of April 29, 2022 (Incorporated by reference to Exhibit 3.1 filed with the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2022).

The Company’s Restated Certificate of Incorporation, as amended on June 4, 2009 (Incorporated by reference to Exhibit 3.1 filed with the Company's Current Report on Form 8-K filed June 4, 2009).

The Company’s Bylaws, as amended as of December 14, 2023 (Incorporated by reference to Exhibit 3.1 filed with the Company's Current Report on Form 8-K filed December 15, 2023).

Description of Securities.

Form of Indemnification Agreement executed by each director and executive officer of the Company and certain other officers and employees of the Company and its subsidiaries (Incorporated by reference to Exhibit 10.41 filed with the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2004).

Form of Notice of Grant of Restricted Stock Units to Executive Officer (Incorporated by reference to Exhibit 99.1 filed with the Company’s Current Report on Form 8-K filed on February 8, 2007).

Lattice Semiconductor Corporation 2012 Employee Stock Purchase Plan (incorporated by reference to Annex 1 to the Company's Definitive Proxy Statement on Schedule 14A for the 2012 Annual Meeting of Stockholders filed on April 12, 2012).

Lattice Semiconductor Corporation 2011 Non-Employee Director Equity Incentive Plan.

(Incorporated by reference to Exhibit 99.2 filed with the Company’s Registration Statement on Form S-8 filed June 25, 2019).

Form of 2011 Non-Employee Director Equity Incentive Plan Outside Director Option Agreement.

(Incorporated by reference to Exhibit 10.5 filed with the Company's Annual Report on Form 10-K filed on February 17, 2023).

Form of 2011 Non-Employee Director Equity Incentive Plan Restricted Stock Unit Agreement.

Lattice Semiconductor Corporation 2013 Incentive Plan, as amended and restated (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 23, 2020) .

Form of 2013 Incentive Plan Stock Option Agreement.

(Incorporated by reference to Exhibit 10.6 filed with the Company's Annual Report on Form 10-K filed on February 17, 2023).

Management contract or compensatory plan or arrangement required to be filed as an Exhibit to this Annual Report on Form 10-K pursuant to Item 15(b) thereof.

Exhibit Number

Form of 2013 Incentive Plan Restricted Stock Unit Agreement.

Form of 2013 Incentive Plan Stock Option Agreement (Performance-Based Option).

Form of 2013 Incentive Plan Notice of Performance-Based Restricted Stock Unit Award and Global Performance-Based Restricted Stock Unit Agreement (TSR Performance Basis).

Form of 2013 Incentive Plan Notice of Performance-Based Restricted Stock Unit Award and Global Performance-Based Restricted Stock Unit Agreement (Revenue Growth Performance Basis).

Lattice Semiconductor Corporation 2023 Incentive Plan and related form agreements.

(Incorporated by reference to Exhibit 10.2 filed with the Registrant’ s Current Report on Form 8-K, filed with the Commission on May 8, 2023).

Lattice Semiconductor Corporation Form of Indemnification Agreement.

(Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Current Report on Form 8-K, filed with the Commission on May 8, 2023).

Amended and Restated Credit Agreement, dated as of September 1, 2022, by and among Lattice Semiconductor Corporation, as borrower, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent.

(Incorporated by reference to Exhibit 10.1 filed with the Company's Current Report on Form 8-K filed September 2, 2022).

Lattice Semiconductor Corporation 2020 Cash Incentive Plan (incorporated by reference to Exhibit 10.9 filed with the Company’s Annual Report on Form 10-K filed on February 26, 2021) .

Lattice Semiconductor Corporation 2021 Cash Incentive Plan (incorporated by reference to Exhibit 10.9 filed with the Company’s Annual Report on Form 10-K filed on February 23, 2022) .

Lattice Semiconductor Corporation 2021 Cash Incentive Plan (Incorporated by reference to Exhibit 10.9 filed with the Company’s Annual Report on Form 10-K filed on February 23, 2022) .

Lattice Semiconductor Corporation 2022 Cash Incentive Plan.

(Incorporated by reference to Exhibit 10.16 filed with the Company’s Annual Report on Form 10-K filed on February 17, 2023) .

Lattice Semiconductor Corporation 2023 Cash Incentive Plan.

Amended Employment Agreement, by and between Lattice Semiconductor Corporation and James R.

Anderson, effective February 21, 2020.

(Incorporated by reference to Exhibit 10.23 of the Company’s Annual Report on Form 10-K filed on February 24, 2020).

Form of Amended Employment Agreement (Incorporated by reference to Exhibit 10.24 of the Company’s Annual Report on Form 10-K filed on February 24, 2020).

Employment Agreement, by and between Lattice Semiconductor Corporation and Stephen Douglass, effective September 4, 2018 (Incorporated by reference to Exhibit 10.2 filed with the Company’s Quarterly Report on Form 10-Q filed on October 29, 2018).

Employment Agreement, by and between Lattice Semiconductor Corporation and Sherri Luther, effective January 2, 2019 (Incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K filed on January 2, 2019).

Employment Agreement, by and between Lattice Semiconductor Corporation and Esam Elashmawi, dated September 24, 2018 (Incorporated by reference to Exhibit 10.20 filed with the Company’s Annual Report on Form 10-K filed on February 26, 2019.).

(Incorporated by reference to Exhibit 10.23 of the Company’s Annual Report on Form 10-K filed on February 24, 2020).

Form of Amended Employment Agreement (Incorporated by reference to Exhibit 10.24 of the Company’s Annual Report on Form 10-K filed on February 24, 2020).

Credit Agreement, dated as of May 17, 2019, by and among Lattice Semiconductor Corporation, as borrower, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent.

(Incorporated by reference to Exhibit 10.1 filed with the Company's Current Report on Form 8-K filed May 20, 2019).

Office Lease, effective as of October 21, 2014, between 555 SW Oak, LLC and Lattice Semiconductor Corporation (Incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K filed October 27, 2014).

Subsidiaries of the Registrant.

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1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Lattice Semiconductor Corporation Compensation Recovery Policy

Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

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Doug Bettinger

/s/ Mark Jensen

/s/ Que Thanh Dallara

February 16, 2024

/s/ Anjali Joshi

Que Thanh Dallara

/s/ John Forsyth

February 16, 2024

/s/ Mark Jensen

February 16, 2024

/s/ James Lederer

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Jeff Richardson

/s/ Elizabeth Schwarting

February 16, 2024

Elizabeth Schwarting

/s/ Raejeanne Skillern

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures