Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Management is required to evaluate our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act. Disclosure controls and procedures are controls and other procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed under the Exchange Act, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to provide reasonable assurance that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures include components of our internal control over financial reporting, which consists of control processes designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the U.S. To the extent that components of our internal control over financial reporting are included within our disclosure controls and procedures, they are included in the scope of our periodic controls evaluation. Based on our management’s evaluation (with the participation of our principal executive officer and principal financial officer), our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of the end of the period covered by this Annual Report on Form 10-K.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that:
● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.
Management conducted an assessment of Power Integrations’ internal control over financial reporting as of December 31, 2022, based on the framework established by the Committee of Sponsoring Organization (COSO) of the Treadway Commission in Internal Control - Integrated Framework issued in 2013. Based on this assessment, management concluded that, as of December 31, 2022, our internal control over financial reporting was effective.
The effectiveness of Power Integrations’ internal control over financial reporting as of December 31, 2022, has been audited by Deloitte & Touche LLP (PCAOB ID No. 34 ), an independent registered public accounting firm, as stated in their report which appears below.
Changes in Internal Control over Financial Reporting
There were no changes in our internal controls over financial reporting during the fourth quarter of 2022, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Power Integrations, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Power Integrations, Inc. and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated February 7, 2023 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) 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.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
February 7, 2023
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Item 9B. Other Information.
Appointment of New Director
On February 3, 2023, the Board of Directors (the “Board”) of Power Integrations, Inc. appointed Ravi Vig to serve as a director beginning on April 1, 2023. Mr. Vig’s appointment was recommended to the Board by the Nominating and Governance Committee of the Board.
Mr. Vig served as president and CEO and on the board of directors of Allegro MicroSystems, Inc., a global leader in power and sensing semiconductors, until his retirement in June 2022. During his 38-year career at Allegro and its parent company, Sanken North America, Mr. Vig served in a succession of roles including leadership of Allegro’s sensor business unit and its business-development organization before becoming CEO of Allegro in 2017. Mr. Vig serves as a member of the board of directors of Anokiwave, a privately held, fabless semiconductor company, and is a member of the board of trustees for the Committee for Economic Development of the Conference Board. Mr. Vig holds a bachelor’s degree in electrical engineering from Rutgers University, an MS in electrical engineering from Dartmouth College, an MBA from Southern New Hampshire University, and a leadership certificate from Yale University’s Graduate School of Management.
Upon commencement of services to the Board, and in consideration of services to us as a director, Mr. Vig will be granted an equity award in the form of restricted stock units of our common stock (the "Initial Grant") under the Power Integrations 2016 Incentive Award Plan (the “2016 Plan”) with an aggregate fair value of approximately $30,000. The Initial Grant will vest on the date of our 2023 annual meeting of stockholders (currently scheduled for May 19, 2023), provided Mr. Vig is still serving as a director on that date. Notwithstanding the foregoing, the Initial Grant would be deemed fully vested upon the occurrence of a "Change of Control," as such term is defined in the 2016 Plan. Beginning on July 1, 2023, Mr. Vig will receive annual equity compensation pursuant to the Directors Equity Compensation Program consistent with our other non-employee directors, which is a grant of restricted stock units, under the 2016 Plan, with an aggregate value of $120,000, which would vest in full effective immediately prior to the commencement of our first annual meeting of stockholders in the year following the year of the grant date, provided that he is still providing services to the Company as a director and provided, further, that 100% of the shares subject to such equity award would be deemed fully vested upon the occurrence of a Change of Control.
As a non-employee director, Mr. Vig will also receive $11,250 per quarter for service on the Board. We intend to enter into an indemnity agreement with Mr. Vig that is in the form of indemnity agreements executed by other members of the Board.
Transition of Mike Matthews from Vice President, Product Development to Chief Technology Officer
On February 6, 2023, Mike Matthews, our Vice President, Product Development, assumed a new role as Chief Technology Officer.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The names of our executive officers and their ages, titles and biographies as of the date hereof are set forth under the caption “Information About our Executive Officers” in Part I, Item 1, above.
The following information is included in our Notice of Annual Meeting of Stockholders and Proxy Statement to be filed within 120 days after our fiscal year end of December 31, 2022, or the Proxy Statement, and is incorporated herein by reference:
● Information regarding our directors and any persons nominated to become a director is set forth under the caption “Proposal 1 Election of Directors.”
● Information regarding our audit committee and our designated “audit committee financial expert” is set forth under the captions “Information Regarding the Board and its Committees” and “Audit Committee” under “Proposal 1 Election of Directors” and “Report of the Audit Committee of the Board.”
● Information on our code of business conduct and ethics for directors, officers and employees is set forth under the caption “Code of Business Conduct and Ethics” under “Proposal 1 Election of Directors.”
● Information regarding Section 16(a) beneficial ownership reporting compliance, if any, will be set forth under the caption “Delinquent Section 16(a) Reports.”
● Information regarding procedures by which stockholders may recommend nominees to our board of directors is set forth under the caption “Nominating and Governance Committee” under “Proposal 1 Election of Directors.”
Item 11. Executive Compensation.
Information regarding compensation of our named executive officers is set forth under the caption “Compensation of Executive Officers” in the Proxy Statement, which information is incorporated herein by reference.
Information regarding compensation of our directors is set forth under the caption “Compensation of Directors” in the Proxy Statement, which information is incorporated herein by reference.
Information relating to compensation policies and practices as they relate to risk management is set forth under the caption “Compensation Policies and Practices as They Relate to Risk Management” under “Proposal 1 Election of Directors” in the Proxy Statement, which information is incorporated herein by reference.
Information regarding compensation committee interlocks is set forth under the caption "Compensation Committee Interlocks and Insider Participation" in the Proxy Statement, which information is incorporated herein by reference.
The Compensation Committee Report is set forth under the caption “Compensation Committee Report” in the Proxy Statement, which report is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Information regarding security ownership of certain beneficial owners, directors and executive officers is set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement, which information is incorporated herein by reference.
Information regarding our equity compensation plans, including both stockholder approved plans and non-stockholder approved plans, is set forth under the caption “Equity Compensation Plan Information” in the Proxy Statement, which information is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information regarding certain relationships and related transactions is set forth under the caption “Certain Relationships and Related Transactions” in the Proxy Statement, which information is incorporated herein by reference.
Information regarding director independence is set forth under the caption “Proposal 1 - Election of Directors” in the Proxy Statement, which information is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
Information regarding principal auditor fees and services is set forth under “Principal Accountant Fees and Services” in the Proposal with the caption “Ratification of Selection of Independent Registered Public Accounting Firm” in the Proxy Statement, which information is incorporated herein by reference.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)
1. The financial statements required by Item 15(a) are included in Item 8 of this Annual Report on Form 10-K.
2. The financial statement schedule required by Item 15(a) (Schedule II, Valuation and Qualifying Accounts) is included in Item 8 of this Annual Report on Form 10-K.
All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.
(b) Exhibits
Exhibit
Number
Exhibit Description
Incorporation by Reference
Form
File
Number
Exhibit/Appendix
Reference
Filing Date
Filed
Herewith
3.1
Restated Certificate of Incorporation
10-K
000-23441
3.1
2/29/2012
3.2
Amended and Restated Bylaws
8-K
000-23441
3.1
4/26/2013
4.1
Description of Power Integrations, Inc. Common Stock
10-K
000-23441
4.1
2/6/2020
4.2
Reference is made to Exhibits 3.1 to 3.2
10.1*
Form of Indemnity Agreement for directors and officers
S-1
333-35421
10.1
9/11/1997
10.2*
Power Integrations, Inc. Compliance Policy Regarding IRC Section 409A
10-K
000-23441
10.63
3/2/2009
10.3*
1997 Employee Stock Purchase Plan, as amended
10-Q
000-23441
10.1
7/29/2021
10.4*
Forms of agreement under 1997 Employee Stock Purchase Plan
S-1
333-35421
10.5
9/11/1997
10.5*
1997 Outside Directors Stock Option Plan
10-Q
000-23441
10.2
10/29/2020
10.6*
Forms of agreement under 1997 Outside Directors Stock Option Plan
S-1
333-35421
10.4
9/11/1997
10.7*
Form of Director Option Grant Agreement.
10-Q
000-23441
10.9
5/6/2009
10.8*
Director Equity Compensation Program
10-K
000-23441
10.10
2/7/2020
10.9*
Forms of Stock Option Agreements to be used in Director Equity Compensation Program
10-Q
000-23441
10.5
11/7/2008
10.10*
Outside Director Cash Compensation Arrangements
10-K
000-23441
10.12
2/7/2020
10.11*
2007 Equity Incentive Plan, as amended and restated
10-Q
000-23441
10.3
10/29/2020
66
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Exhibit
Number
Exhibit Description
Incorporation by Reference
Form
File
Number
Exhibit/Appendix
Reference
Filing Date
Filed
Herewith
10.12*
Forms of Option Agreements under the 2007 Equity Incentive Plan
Schedule TO
000-23441
99.(D)(4)
12/3/2008
10.13*
Power Integrations, Inc. Amended and Restated 2016 Incentive Award Plan
10-Q
000-23441
10.2
7/29/2021
10.14*
Form of Restricted Stock Unit Grant Notice and Agreement under the 2016 Incentive Award Plan
10-K
000-23441
10.25
2/8/2017
10.15*
Form of Performance Stock Unit Notice and Agreement under the 2016 Equity Incentive Plan
10-K
000-23441
10.26
2/8/2017
10.16*
Form of Long Term Performance Stock Unit Notice and Agreement under the 2016 Equity Incentive Plan
10-K
000-23441
10.16
2/7/2022
10.17†
Wafer Supply Agreement between us and ZMD Analog Mixed Signal Services GmbH & Co. KG, dated as of May 23, 2003
10-Q
000-23441
10.32
8/7/2003
10.18†
Amended and Restated Wafer Supply Agreement between us and OKI Electric Industry Co., Ltd., dated as of April 1, 2003
10-Q
000-23441
10.31
8/7/2003
10.19†
Amendment Number One to the Amended and Restated Wafer Supply Agreement between us and OKI Electric Industry Co., Ltd., effective as of August 11, 2004
8-K
000-23441
10.22
4/18/2006
10.20
Amendment Number Two to the Amended and Restated Wafer Supply Agreement between Power Integrations International, Ltd. and OKI Electric Industry Co., Ltd., effective as of April 1, 2008
10-Q
000-23441
10.5
8/8/2008
10.21
Amendment Number Three to the Amended and Restated Wafer Supply Agreement between Power Integrations International, Ltd. and OKI Electric Industry Co., Ltd., effective as of June 9, 2008
10-Q
000-23441
10.6
8/8/2008
10.22†
Amendment Number Four to the Amended and Restated Wafer Supply Agreement between Power Integrations International, Ltd. and OKI Electric Industry Co., Ltd., dated September 15, 2008
10-Q
000-23441
10.2
11/7/2008
10.23†
Amendment Number Five to the Amended and Restated Wafer Supply Agreement between Power Integrations International, Ltd. and OKI Semiconductor Co., Ltd., effective as of November 14, 2008
10-K
000-23441
10.61
3/2/2009
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Exhibit
Number
Exhibit Description
Incorporation by Reference
Form
File
Number
Exhibit/Appendix
Reference
Filing Date
Filed
Herewith
10.24†
Amendment Number Six to the Amended and Restated Wafer Supply Agreement between Power Integrations International, Ltd. and OKI Semiconductor Co., Ltd., effective as of November 1, 2015
10-K
000-23441
10.32
2/11/2016
10.25†
Amendment Number Seven to the Amended and Restated Wafer Supply Agreement between Power Integrations International, Ltd. and OKI Semiconductor Co., Ltd., effective as of August 8, 2016
10-Q
000-23441
10.1
11/1/2016
10.26†
Amendment Number Eight to the Amended and Restated Wafer Supply Agreement between Power Integrations International, Ltd. and OKI Semiconductor Co., Ltd., effective as of July 26, 2017
10-Q
000-23441
10.3
8/4/2022
10.27††
Amendment Number Nine to the Amended and Restated Wafer Supply Agreement, between Power Integrations International, Ltd. and Lapis Semiconductor Co., Ltd. (formerly OKI Semiconductor Co., Ltd.), effective as of February 6, 2019
10-Q
000-23441
10.2
4/25/2019
10.28†
Wafer Supply Agreement, between Seiko Epson Corporation and Power Integrations International, Ltd. effective as of April 1, 2005
10-Q
000-23441
10.1
11/7/2008
10.29†
Amendment Number One to the Wafer Supply Agreement between Power Integrations International, Ltd. and Seiko Epson Corporation, with an effective date of December 19, 2008
10-Q
000-23441
10.1
5/6/2009
10.30†
Amendment Number Two to Wafer Supply Agreement, between Seiko Epson Corporation and Power Integrations International, Ltd., entered into on January 5, 2011
10-K
000-23441
10.47
2/25/2011
10.31†
Amendment Number Three to Wafer Supply Agreement, effective as of February 1, 2012, by Power Integrations International Ltd. and Seiko Epson Corporation
10-K
000-23441
10.35
2/5/2021
10.32†
Development Addendum to Wafer Supply Agreement, dated September 22, 2013, between Seiko Epson Corporation and Power Integrations International Ltd
10-K
000-23441
10.36
2/5/2021
10.33†
Amendment Number Four to Wafer Supply Agreement, effective as of April 1, 2015, by Power Integrations International Ltd. and Seiko Epson Corporation
10-K
000-23441
10.37
2/5/2021
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Table of Contents
Exhibit
Number
Exhibit Description
Incorporation by Reference
Form
File
Number
Exhibit/Appendix
Reference
Filing Date
Filed
Herewith
10.34†
Amendment Number Five to Wafer Supply Agreement, effective as of November 2, 2015, by Power Integrations International Ltd. and Seiko Epson Corporation
10-K
000-23441
10.38
2/5/2021
10.35†
Amendment Number Six to Wafer Supply Agreement, effective as of December 8, 2015, by Power Integrations International Ltd. and Seiko Epson Corporation
10-K
000-23441
10.39
2/5/2021
10.36†
Amendment Number Seven to Wafer Supply Agreement, effective as of October 3, 2016, by Power Integrations International Ltd. and Seiko Epson Corporation
10-K
000-23441
10.46
2/8/2017
10.37†
Amendment Number Eight to Wafer Supply Agreement, effective as of November 8, 2016 by Power Integrations International Ltd. and Seiko Epson Corporation
10-K
000-23441
10.47
2/8/2017
10.38†
Amendment Number One to the Amended and Restated Wafer Supply Agreement between Power Integrations International, Ltd. and XFAB Dresden GmbH & Co. KG, effective as of July 20, 2005
10-K
000-23441
10.66
2/26/2010
10.39†
Wafer Supply Agreement, made and entered into as of October 1, 2010, by and between Power Integrations International, Ltd., and X-FAB Semiconductor Foundries AG
10-Q
000-23441
10.2
5/8/2012
10.40†
Amendment Number One to Wafer Supply Agreement, effective as of January 1, 2014, between Power Integrations International, Ltd., and X-FAB Semiconductor Foundries AG
10-Q/A
000-23441
10.2
9/19/2014
10.41†
Amendment Number Two to the Wafer Supply Agreement, effective as of December 1, 2018, between Power Integrations International, Ltd., and X-FAB Semiconductor Foundries GmbH (formerly X-FAB Semiconductor Foundries AG)
10-K
000-23441
10.52
2/13/2019
10.42
Amendment Number Three to the Amended and Restated Wafer Supply Agreement between Power Integrations International, Ltd. And X-FAB Semiconductor Foundries AG, effective as of April 21, 2021
10-Q
000-23441
10.4
7/29/2021
10.43
Credit Agreement, dated July 27, 2016, by and between Power Integrations Inc. and Wells Fargo Bank, National Association
10-Q
000-23441
10.1
7/29/2016
69
Table of Contents
Exhibit
Number
Exhibit Description
Incorporation by Reference
Form
File
Number
Exhibit/Appendix
Reference
Filing Date
Filed
Herewith
10.44
First Amendment to Credit Agreement, dated April 30, 2018 by and between Power Integrations, Inc. and Wells Fargo Bank, National Association
10-Q
000-23441
10.1
7/26/2018
10.45
Second Amendment to Credit Agreement, dated June 7, 2021 by and between Power Integrations, Inc. and Wells Fargo Bank, National Association
10-Q
000-23441
10.3
7/29/2021
10.46*
2019 Executive Officer Compensation Arrangements and 2019 Performance Based Incentive Plan
10-K
000-23441
Item 9B
2/13/2019
10.47*
2018 Executive Officer Cash Compensation Arrangements and 2018 Performance Based Incentive Plan
10-K
000-23441
Item 9B
2/14/2018
10.48*
Form of Restricted Stock Unit Grant Notice and Form of Restricted Stock Unit Award Agreement for executive officers for use prior to January 2013
10-Q
000-23441
10.6
8/6/2010
10.49*
Form of Restricted Stock Unit Grant Notice and Form of Restricted Stock Unit Award Agreement for executive officers for use after January 2013
10-K
000-23441
10.48
2/22/2013
10.50*
Amended and Restated Chief Executive Officer Benefits Agreement, dated as of May 1, 2014, between Power Integrations, Inc. and Balu Balakrishnan
10-Q
000-23441
10.3
5/5/2014
10.51*
Amended and Restated Executive Officer Benefits Agreement, dated as of May 1, 2014, between Power Integrations, Inc. and Cliff Walker
10-Q
000-23441
10.5
5/5/2014
10.52*
Amended and Restated Executive Officer Benefits Agreement, dated as of May 1, 2014, between Power Integrations, Inc. and Doug Bailey
10-Q
000-23441
10.6
5/5/2014
10.53*
Amended and Restated Executive Officer Benefits Agreement, dated as of May 1, 2014, between Power Integrations, Inc. and Sandeep Nayyar
10-Q
000-23441
10.8
5/5/2014
10.54*
Amended and Restated Executive Officer Benefits Agreement, dated as of May 1, 2014, between Power Integrations, Inc. and Mike Matthews
10-Q
000-23441
10.10
5/5/2014
10.55*
Amended and Restated Executive Officer Benefits Agreement, dated as of May 1, 2014, between Power Integrations, Inc. and Radu Barsan
10-Q
000-23441
10.11
5/5/2014
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Table of Contents
Exhibit
Number
Exhibit Description
Incorporation by Reference
Form
File
Number
Exhibit/Appendix
Reference
Filing Date
Filed
Herewith
10.56††
ON Semiconductor Corporation Settlement Agreement
10-K
000-23441
10.61
2/7/2020
10.57††
ON Semiconductor Corporation Term Sheet
10-K
000-23441
10.62
2/7/2020
10.58†
Amendment Number Ten to the Amended and Restated Wafer Supply Agreement, between Power Integrations International, Ltd. and Lapis Semiconductor Co., Ltd. (formerly OKI Semiconductor Co., Ltd.), effective as of December 16, 2019
10-Q
000-23441
10.1
5/7/2020
10.59†
Amendment Number Eleven to the Amended and Restated Wafer Supply Agreement, between Power Integrations International, Ltd. and Lapis Semiconductor Co., Ltd. (formerly OKI Semiconductor Co., Ltd.), effective as of December 20, 2019
10-Q
000-23441
10.2
5/7/2020
10.60 †††
Amendment Number Twelve to the Amended and Restated Wafer Supply Agreement, between Power Integrations International, Ltd. and Lapis Semiconductor Co., Ltd. (formerly OKI Semiconductor Co., Ltd.), effective as of September 17, 2020
10-Q
000-23441
10.2
4/29/2021
10.61 †††
Amendment Number Thirteen to the Amended and Restated Wafer Supply Agreement between Power Integrations, Ltd. d.b.a. Power Integrations International, Ltd. And Lapis Semiconductor Co., Ltd. (formerly OKI Semiconductor Co., Ltd.), effective as of February 17, 2022
10-Q
000-23441
10.1
4/28/2022
10.62†
Amendment Number Nine to Wafer Supply Agreement, effective as of November 1, 2017 by Power Integrations International Ltd. and Seiko Epson Corporation
10-Q
000-23441
10.3
5/7/2020
10.63*
2020 Compensation Arrangements with Named Executive Officers
10-K
000-23441
Item 9B
2/7/2020
10.64*
Amendment to the Amended and Restated Executive Officer Benefits Agreement, dated as of June 1, 2020, between Power Integrations, Inc. and Balu Balakrishnan
10-Q
000-23441
10.2
7/30/2020
10.65*
Amendment to the Amended and Restated Executive Officer Benefits Agreement, dated as of June 1, 2020, between Power Integrations, Inc. and Douglas Bailey
10-Q
000-23441
10.3
7/30/2020
10.66*
Amendment to the Amended and Restated Executive Officer Benefits Agreement, dated as of June 1, 2020, between Power Integrations, Inc. and Radu Barsan
10-Q
000-23441
10.4
7/30/2020
71
Table of Contents
Exhibit
Number
Exhibit Description
Incorporation by Reference
Form
File
Number
Exhibit/Appendix
Reference
Filing Date
Filed
Herewith
10.67*
Amendment to the Amended and Restated Executive Officer Benefits Agreement, dated as of June 1, 2020, between Power Integrations, Inc. and Mike Matthews
10-Q
000-23441
10.6
7/30/2020
10.68*
Amendment to the Amended and Restated Executive Officer Benefits Agreement, dated as of June 1, 2020, between Power Integrations, Inc. and Sandeep Nayyar
10-Q
000-23441
10.7
7/30/2020
10.69*
Amendment to the Amended and Restated Executive Officer Benefits Agreement, dated as of June 1, 2020, between Power Integrations, Inc. and Clifford Walker
10-Q
000-23441
10.9
7/30/2020
10.70*
Executive Officer Benefits Agreement, dated as of February 1, 2021, between Power Integrations, Inc. and Sunil Gupta
10-K
000-23441
10.73
2/5/2021
10.71*
Executive Officer Benefits Agreement, dated as of June 14, 2021, between Power Integrations, Inc. and Yang Chiah Yee
10-Q
000-23441
10.5
7/29/2021
10.72*
Executive Officer Benefits Agreement, dated as of August 1, 2022, between Power Integrations, Inc. and Sunil Gupta
10-Q
000-23441
10.1
8/4/2022
10.73*
Executive Officer Benefits Agreement, dated as of August 1, 2022, between Power Integrations, Inc. and Yang Chiah Yee
10-Q
000-23441
10.2
8/4/2022
10.74
Amendment Number Ten to Wafer Supply Agreement, effective as of August 26, 2020 by Power Integrations International Ltd. and Seiko Epson Corporation
10-Q
000-23441
10.5
10/29/2020
21.1
List of subsidiaries
10-K
000-23441
21.1
2/7/2022
23.1
Consent of Independent Registered Public Accounting Firm
X
24.1
Power of Attorney (see signature page)
X
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1**
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
72
Table of Contents
Exhibit
Number
Exhibit Description
Incorporation by Reference
Form
File
Number
Exhibit/Appendix
Reference
Filing Date
Filed
Herewith
32.2**
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
101.INS
XBRL Instance Document
X
101.SCH
XBRL Taxonomy Extension Schema Document
X
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
X
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
X
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
X
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
X
104
The cover page from this Annual Report on Form 10-K, formatted in Inline XBRL
X
All references in the table above to previously filed documents or descriptions are incorporating those documents and descriptions by reference thereto.
†
This Exhibit has been filed separately with the Commission pursuant to an application for confidential treatment. The confidential portions of this Exhibit have been omitted and are marked by an asterisk.
††
Portions of this exhibit have been omitted as being immaterial and would be competitively harmful if disclosed.
†††
Portions of this exhibit have been omitted as being immaterial and is the type of information that Power Integrations, Inc. treats as private or confidential .
*
Indicates a management contract or compensatory plan or arrangement.
**
The certifications attached as Exhibits 32.1 and 32.2 accompanying this Form 10-K, are not deemed filed with the SEC, and are not to be incorporated by reference into any filing of Power Integrations, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing.
Item 16. Form 10-K Summary
None.
73
Table of Contents
SIGNATURES
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 thereunto duly authorized.
POWER INTEGRATIONS, INC.
Dated:
February 7, 2023
By:
/s/ SANDEEP NAYYAR
Sandeep Nayyar
Chief Financial Officer (Duly Authorized Officer, Principal Financial Officer and Chief Accounting Officer)
74
Table of Contents
d
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Balu Balakrishnan and Sandeep Nayyar his or her true and lawful attorney-in-fact and agent, with full power of substitution and, for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments to this Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully 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 BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES INDICATED AS OF THE 7 TH DAY OF FEBRUARY 2023.
By:
/s/ BALU BALAKRISHNAN
Balu Balakrishnan
President, Chief Executive Officer
(Principal Executive Officer)
By:
/s/ SANDEEP NAYYAR
Sandeep Nayyar
Chief Financial Officer
(Principal Financial and Principal Accounting Officer)
By:
/s/ WILLIAM GEORGE
William George
Director and Chairman of the Board
By:
/s/ WENDY ARIENZO
Wendy Arienzo
Director
By:
/s/ NICHOLAS E. BRATHWAITE
Nicholas E. Brathwaite
Director
By:
/s/ ANITA GANTI
Anita Ganti
Director
By:
/s/ NANCY L. GIOIA
Nancy L. Gioia
Director
By:
/s/ BALAKRISHNAN S. IYER
Balakrishnan S. Iyer
Director
By:
/s/ NECIP SAYINER
Necip Sayiner
Director
75
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.