1 unchanged sentence
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
−Removed: 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 30, 2023.
+Added: In connection with the filing of this Annual Report on Form 10-K, our management, including our Chief Executive Officer and Chief Accounting Officer (previously our Interim 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 28, 2024.
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.
−Removed: Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that we accumulate and communicate correct information to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
−Removed: Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls are effective as of December 30, 2023.
+Added: Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that we accumulate and communicate correct information to our management, including our Chief Executive Officer and Chief Accounting Officer (previously our Interim Chief Financial Officer), as appropriate, to allow timely decisions regarding required disclosure.
+Added: Based on this evaluation, our Chief Executive Officer and Chief Accounting Officer (previously our Interim Chief Financial Officer) have concluded that our disclosure controls are effective as of December 28, 2024.
Management's Report on Internal Control Over Financial Reporting
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Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
−Removed: Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company's internal control over financial reporting as of December 30, 2023.
+Added: Management, with the participation of our Chief Executive Officer and Chief Accounting Officer (previously our Interim Chief Financial Officer), evaluated the effectiveness of the Company's internal control over financial reporting as of December 28, 2024.
In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013) .
5 unchanged sentences
Rule 10b5 - 1 Trading Plans
−Removed: 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.
+Added: On December 6, 2024 , Tonya Stevens , Chief Accounting Officer (previously Interim 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 12,810 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.
−Removed: The duration of the trading arrangement is until February 27, 2025 , or earlier if all transactions under the trading arrangement are completed .
−Removed: 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.
−Removed: The aggregate number of shares sold may differ based on tax withholdings for vesting stock awards and actual market achievement for performance RSUs.
−Removed: The duration of the trading arrangement is until March 4, 2025 , or earlier if all transactions under the trading arrangement are completed.
−Removed: 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.
−Removed: The duration of the trading arrangement is until January 9, 2026 , or earlier if all transactions under the trading arrangement are completed.
−Removed: 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.
−Removed: 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 15, 2025 , or earlier if all transactions under the trading arrangement are completed .
4 unchanged sentences
Directors, Executive Officers and Corporate Governance
−Removed: Information regarding our directors that is required by this item is incorporated by reference from the information contained under the captions “Proposal 1:
−Removed: Election of Directors” and “Corporate Governance and Other Matters--Board Meetings and Committees” in the Proxy Statement.
−Removed: 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.
−Removed: 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.
+Added: The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 28, 2024.
+Added: 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.
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.
4 unchanged sentences
Amendments to the Code of Conduct or any grant of a waiver from a provision of the Code of Conduct requiring disclosure under applicable SEC rules, if any, will be disclosed on our website at www.latticesemi.com .
−Removed: 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.
−Removed: 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.
+Added: Insider Trading Policy
+Added: We have adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by our directors, officers, employees and other individuals associated with us that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards.
+Added: A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
+Added: The Company complies with insider trading laws, rules and regulations and any applicable listing standards in any transactions involving its own securities.
Executive Compensation
+Added: The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 28, 2024.
Clawback Policy
−Removed: 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.
+Added: We have adopted a written compensation recovery policy in accordance with applicable Nasdaq rules, a copy of which is filed as exhibit 97.1 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.
−Removed: 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.
+Added: Disclosure Policies and Practices Related to the Grant of Equity Awards Close in Time to the Release of Material Nonpublic Information
+Added: We do not grant stock options or similar awards as part of our standard equity compensation programs.
+Added: Certain of the performance-based restricted stock units awarded to Mr.
+Added: Tamer have a stock price appreciation component, and were not granted within a period of four business days before or one business day after the filing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material non-public information, other than the Form 8-K related to the appointment of Mr.
+Added: Tamer as our CEO.
+Added: No other named executive officer was awarded options or similar awards during the fiscal year ended December 28, 2024.
+Added: We do not schedule equity award grants in anticipation of the release of material non-public information, nor does we time the release of material non-public information based on equity grant dates.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: 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.
+Added: The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 28, 2024.
Certain Relationships and Related Transactions, and Director Independence
−Removed: 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.
+Added: The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 28, 2024.
Principal Accountant Fees and Services
−Removed: The information contained under the caption entitled “Proposal 5:
−Removed: Ratification of Appointment of Independent Registered Public Accounting Firm--Audit and Related Fees” in the Proxy Statement is incorporated herein by reference.
+Added: The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 28, 2024.
(a) List of Documents Filed as Part of this Report
12 unchanged sentences
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).
−Removed: Description of Securities.
+Added: Description of Securities (Incorporated by reference to Exhibit 4.1 filed with the Company's Annual Report on Form 10-K filed on February 16, 2024).
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).
1 unchanged sentence
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).
−Removed: Lattice Semiconductor Corporation 2011 Non-Employee Director Equity Incentive Plan.
−Removed: (Incorporated by reference to Exhibit 99.2 filed with the Company’s Registration Statement on Form S-8 filed June 25, 2019).
−Removed: Form of 2011 Non-Employee Director Equity Incentive Plan Outside Director Option Agreement.
−Removed: (Incorporated by reference to Exhibit 10.5 filed with the Company's Annual Report on Form 10-K filed on February 17, 2023).
−Removed: Form of 2011 Non-Employee Director Equity Incentive Plan Restricted Stock Unit Agreement.
−Removed: (Incorporated by reference to Exhibit 10.6 filed with the Company's Annual Report on Form 10-K filed on February 17, 2023).
+Added: 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).
+Added: 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).
+Added: Form of 2011 Non-Employee Director Equity Incentive Plan Restricted Stock Unit 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
−Removed: Lattice Semiconductor Corporation 2023 Incentive Plan and related form agreements.
−Removed: (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).
−Removed: Lattice Semiconductor Corporation Form of Indemnification Agreement.
−Removed: (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).
−Removed: 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.
−Removed: (Incorporated by reference to Exhibit 10.1 filed with the Company's Current Report on Form 8-K filed September 2, 2022).
+Added: Lattice Semiconductor Corporation 2023 Equity 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).
+Added: Lattice Semiconductor Corporation 2023 Equity Incentive Plan Form of Restricted Stock Award Agreement ( Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on November 4, 2024).
+Added: Lattice Semiconductor Corporation 2023 Equity Incentive Plan Form of Restricted Stock Unit Award Agreement (Performance-Based) ( Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on November 4, 2024).
+Added: 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).
+Added: 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 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) .
−Removed: Lattice Semiconductor Corporation 2022 Cash Incentive Plan.
−Removed: (Incorporated by reference to Exhibit 10.16 filed with the Company’s Annual Report on Form 10-K filed on February 17, 2023) .
−Removed: Lattice Semiconductor Corporation 2023 Cash Incentive Plan.
−Removed: Amended Employment Agreement, by and between Lattice Semiconductor Corporation and James R.
−Removed: Anderson, effective February 21, 2020.
−Removed: (Incorporated by reference to Exhibit 10.23 of the Company’s Annual Report on Form 10-K filed on February 24, 2020).
+Added: Lattice Semiconductor Corporation 2023 Cash Incentive Plan (Incorporated by reference to Exhibit 10.12 filed with the Company's Annual Report on Form 10-K filed on February 16, 2024).
+Added: Lattice Semiconductor Corporation 2024 Corporate Incentive Plan.
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).
−Removed: 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.
−Removed: (Incorporated by reference to Exhibit 10.1 filed with the Company's Current Report on Form 8-K filed May 20, 2019).
−Removed: 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).
+Added: Offer Letter with Ford Tamer, dated September 14, 2024 (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on September 16, 2024).
+Added: 2025 Inducement Equity Incentive Plan and related form agreements (Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Current Report on Form 8-K, filed with the Commission on January 10, 2025).
+Added: Employment Agreement with Lorenzo Flores, entered into as of February 10, 2025 (Incorporated by reference to Exhibit 10.1 filed with the Registrant's Current Report on Form 8-K, filed with the Commission on February 10, 2025).
+Added: Lattice Semiconductor Corporation Insider Trading Policy.
Subsidiaries of the Registrant.
9 unchanged sentences
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Lattice Semiconductor Corporation Compensation Recovery Policy
+Added: Lattice Semiconductor Corporation Compensation Recovery Policy (Incorporated by reference to Exhibit 97.1 filed with the Company’s Annual Report on Form 10-K filed on February 16, 2024).
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)
7 unchanged sentences
LATTICE SEMICONDUCTOR CORPORATION
−Removed: /s/ Sherri Luther
−Removed: Sherri Luther
−Removed: Chief Financial Officer
−Removed: (Duly Authorized Officer and Principal Financial and Accounting Officer)
+Added: /s/ Lorenzo A.
+Added: Senior Vice President, Chief Financial Officer
+Added: (Duly Authorized Officer and Principal Financial Officer)
February 14, 2025
−Removed: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James Anderson and Sherri Luther, or either of them, his or her attorneys-in-fact, each with the power of substitution, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
+Added: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ford Tamer and Lorenzo A.
+Added: Flores, or either of them, his or her attorneys-in-fact, each with the power of substitution, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities indicated and on the dates indicated:
−Removed: Principal Executive
−Removed: /s/ James Anderson
+Added: /s/ Ford Tamer
February 14, 2025
−Removed: James Anderson
President, Chief Executive Officer, and Director
−Removed: Principal Financial and
−Removed: Accounting Officer
−Removed: /s/ Sherri Luther
+Added: (Principal Executive Officer)
+Added: /s/ Lorenzo A.
February 14, 2025
−Removed: Sherri Luther
−Removed: Chief Financial Officer
+Added: Senior Vice President, Chief Financial Officer
+Added: (Principal Financial Officer)
+Added: /s/ Tonya Stevens
+Added: February 14, 2025
+Added: Tonya Stevens
+Added: Corporate Vice President Chief Accounting Officer
+Added: (Principal Accounting Officer)
/s/ Robin Abrams
19 unchanged sentences
Elizabeth Schwarting
−Removed: /s/ Raejeanne Skillern
−Removed: February 16, 2024
−Removed: Raejeanne Skillern
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.