What changed in this filing

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Item 9A. Controls and Procedures

2024-02-12 compared with 2023-02-07 · 31 added, 47 removed, 263 unchanged (23% of the section changed)

50 unchanged sentences

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.

Vig’s appointment was recommended to the Board by the Nominating and Governance Committee of the Board.

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.

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.

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.

Rule 10b5-1 Trading Plans

During the three months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

12 unchanged sentences

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.

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.

30 unchanged sentences

2007 Equity Incentive Plan, as amended and restated

Forms of Option Agreements under the 2007 Equity Incentive Plan

Exhibit Description

1 unchanged sentence

Exhibit/Appendix

Forms of Option Agreements under the 2007 Equity Incentive Plan

Power Integrations, Inc.

15 unchanged sentences

and OKI Semiconductor Co., Ltd., effective as of November 14, 2008

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

Exhibit Description

1 unchanged sentence

Exhibit/Appendix

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

Amendment Number Seven to the Amended and Restated Wafer Supply Agreement between Power Integrations International, Ltd.

15 unchanged sentences

and Seiko Epson Corporation

Exhibit Description

Incorporation by Reference

Exhibit/Appendix

Amendment Number Five to Wafer Supply Agreement, effective as of November 2, 2015, by Power Integrations International Ltd.

2 unchanged sentences

and Seiko Epson Corporation

Exhibit Description

Incorporation by Reference

Exhibit/Appendix

Amendment Number Seven to Wafer Supply Agreement, effective as of October 3, 2016, by Power Integrations International Ltd.

12 unchanged sentences

and Wells Fargo Bank, National Association

Exhibit Description

Incorporation by Reference

Exhibit/Appendix

First Amendment to Credit Agreement, dated April 30, 2018 by and between Power Integrations, Inc.

3 unchanged sentences

2019 Executive Officer Compensation Arrangements and 2019 Performance Based Incentive Plan

Exhibit Description

Incorporation by Reference

Exhibit/Appendix

2018 Executive Officer Cash Compensation Arrangements and 2018 Performance Based Incentive Plan

13 unchanged sentences

and Radu Barsan

Exhibit Description

Incorporation by Reference

Exhibit/Appendix

ON Semiconductor Corporation Settlement Agreement

3 unchanged sentences

(formerly OKI Semiconductor Co., Ltd.), effective as of December 16, 2019

Exhibit Description

Incorporation by Reference

Exhibit/Appendix

Amendment Number Eleven to the Amended and Restated Wafer Supply Agreement, between Power Integrations International, Ltd.

17 unchanged sentences

and Radu Barsan

Exhibit Description

Incorporation by Reference

Exhibit/Appendix

Amendment to the Amended and Restated Executive Officer Benefits Agreement, dated as of June 1, 2020, between Power Integrations, Inc.

4 unchanged sentences

and Clifford Walker

Exhibit Description

Incorporation by Reference

Exhibit/Appendix

Executive Officer Benefits Agreement, dated as of February 1, 2021, between Power Integrations, Inc.

8 unchanged sentences

and Seiko Epson Corporation

Amendment Number Eleven to Wafer Supply Agreement, effective as of September 16, 2022 by Power Integrations International Ltd.

and Seiko Epson Corporation

Third Amendment to Credit Agreement, dated June 28, 2023 between Power Integrations, Inc.

and Wells Fargo Bank, National Association

Amendment Number Five to the Amended and Restated Wafer Supply Agreement between Power Integrations International, Ltd.

and X-FAB Dresden GmbH & Co.

KG, dated December 23, 2009.

List of subsidiaries

8 unchanged sentences

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Incentive Compensation Recoupment Policy

XBRL Instance Document

26 unchanged sentences

Balu Balakrishnan

Chairman of the Board and

President, Chief Executive Officer

4 unchanged sentences

(Principal Financial and Principal Accounting Officer)

/s/ WILLIAM GEORGE

William George

Director and Chairman of the Board

/s/ BALAKRISHNAN S.

Balakrishnan S.

Lead Independent Director

/s/ WENDY ARIENZO

2 unchanged sentences

/s/ ANITA GANTI

/s/ BALAKRISHNAN S.

Balakrishnan S.

/s/ NECIP SAYINER

Necip Sayiner

/s/ NANCY GIOIA

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