What changed in this filing

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Item 9A. Controls and Procedures

2020-08-19 compared with 2019-08-21 · 66 added, 64 removed, 61 unchanged (68% of the section changed)

12 unchanged sentences

Our 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 our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

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.

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

(iii) 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.

All internal control systems, no matter how well designed, have inherent limitations.

16 unchanged sentences

Incorporated by Reference

Filed Herewith

Description Filed Herewith Form Exhibit Filing Date

Purchase Agreement, dated March 14, 2019, by and between Cree, Inc.

and IDEAL Industries, Inc., as amended

Articles of Incorporation, as amended

Bylaws, as amended and restated

Specimen Common Stock Certificate

and IDEAL Industries, Inc., as amended 8-K 2.1 5/16/2019

Articles of Incorporation, as amended 10-K 3.1 8/19/2002

Bylaws, as amended and restated 8-K 3.1 1/28/2015

Specimen Common Stock Certificate 10-Q 4.1 1/24/2018

Description of the Registered Securities 10-K 4.4 8/21/2019

Indenture, dated as of August 24, 2018, between Cree, Inc.

Bank National Association

Form of Global 0.875% Convertible Senior Note due 2023 (included in Exhibit 4.2)

Description of the Registered Securities

2004 Long-Term Incentive Compensation Plan, as amended ("2004 LTIP")

Form of Nonqualified Stock Option Award Agreement for Non-Employee Directors under the 2004 LTIP

Form of Nonqualified Stock Option Agreement under the 2004 LTIP

2013 Long-Term Incentive Compensation Plan, as amended ("2013 LTIP")

Form of Nonqualified Stock Option Award Agreement under the 2013 LTIP

Form of Restricted Stock Unit Award Agreement under the 2013 LTIP

Form of Master Performance Unit Award Agreement under the 2013 LTIP

Form of Performance Share Award Agreement - Section 16 Officer under the 2013 LTIP

Bank National Association 8-K 4.1 8/24/2018

Form of Global 0.875% Convertible Senior Note due 2023 (included in Exhibit 4.3) 8-K 4.2 8/24/2018

Indenture, dated as of April 21, 2020, between Cree, Inc.

Bank National Association 8-K 4.1 4/21/2020

Form of 1.75% Convertible Senior Note due 2026 (included in Exhibit 4.5) 8-K 4.2 4/21/2020

2004 Long-Term Incentive Compensation Plan, as amended ("2004 LTIP") 8-K 10.1 10/25/2012

Form of Nonqualified Stock Option Award Agreement for Non-Employee Directors under the 2004 LTIP 10-Q 10.3 10/17/2012

Form of Nonqualified Stock Option Agreement under the 2004 LTIP 10-Q 10.4 10/17/2012

2013 Long-Term Incentive Compensation Plan, as amended ("2013 LTIP") 8-K 10.1 10/28/2016

Form of Nonqualified Stock Option Award Agreement under the 2013 LTIP 10-Q 10.4 1/22/2014

Form of Restricted Stock Unit Award Agreement under the 2013 LTIP 10-Q 10.5 1/22/2014

Form of Master Performance Unit Award Agreement under the 2013 LTIP 8-K 10.4 8/29/2014

Form of Performance Share Award Agreement - Section 16 Officer under the 2013 LTIP 10-Q 10.6 10/21/2015

Form of Stock Unit Award Agreement (Performance-Based) for Gregg A.

Lowe, dated September 27, 2017, under the 2013 LTIP

Form of Stock Unit Award Agreement (Performance-Based) under the 2013 LTIP

Form of Stock Unit Award Agreement (Time-Based) under the 2013 LTIP

Lowe, dated September 27, 2017, under the 2013 LTIP 8-K 10.3 9/28/2017

Form of Stock Unit Award Agreement (Performance-Based) under the 2013 LTIP 10-K 10.41 8/20/2018

Form of Stock Unit Award Agreement (Time-Based) under the 2013 LTIP 10-K 10.42 8/20/2018

Notice of Grant to Gregg A.

Lowe, dated September 1, 2018, under the 2013 LTIP

Lowe, dated August 26, 2019, under the 2013 LTIP 8-K 10.1 8/30/2019

Notice of Grant to Neill P.

Reynolds, dated September 1, 2018, under the 2013 LTIP

Notice of Grant to David T.

Emerson, dated September 1, 2018, under the 2013 LTIP

2005 Employee Stock Purchase Plan, as amended

Reynolds, dated August 26, 2019, under the 2013 LTIP 8-K 10.2 8/30/2019

2005 Employee Stock Purchase Plan, as amended 8-K 10.1 10/24/2017

Change of Control Agreement for Chief Executive Officer between Cree, Inc.

Lowe, dated September 22, 2017

First Amendment to Change in Control Agreement (for Chief Executive Officer), dated May 4, 2018

Cree Severance Plan - Senior Leadership Team, Plan Document and Summary Plan Description, effective as of April 30, 2018

Form of Participation Agreement Under Cree Severance Plan - Senior Leadership Team

Separation, General Release and Consulting Agreement, dated June 7, 2018, between Cree, Inc.

and Michael E.

Schedule of Compensation of Non-Employee Directors

Non-Employee Director Stock Compensation and Deferral Program

Amendment One to Non-Employee Director Stock Compensation and Deferral Program

Lowe, dated September 22, 2017 8-K 10.1 9/28/2017

First Amendment to Change in Control Agreement (for Chief Executive Officer), dated May 4, 2018 8-K 10.3 5/4/2018

Cree Severance Plan - Senior Leadership Team, Plan Document and Summary Plan Description, effective as of April 30, 2018 8-K 10.1 5/4/2018

Form of Participation Agreement Under Cree Severance Plan - Senior Leadership Team 8-K 10.2 5/4/2018

Schedule of Compensation of Non-Employee Directors 10-Q 10.3 10/31/2019

Non-Employee Director Stock Compensation and Deferral Program 10-Q 10.3 10/21/2009

Amendment One to Non-Employee Director Stock Compensation and Deferral Program 10-Q 10.3 1/19/2011

Form of Cree, Inc.

Indemnification Agreement for Directors and Officers

Credit Agreement, dated January 9, 2015, by and among Cree, Inc., Wells Fargo Bank, National Association, as administrative agent and lender, E-conolight LLC, a domestic subsidiary of Cree, Inc., as guarantor, and the other lenders party thereto

First Amendment to the Credit Agreement, dated September 10, 2015, by and among Cree, Inc., Wells Fargo Bank, National Association, as administrative agent, E-conolight LLC, a domestic subsidiary of Cree, Inc., as guarantor, and the other lenders party thereto

Credit Agreement Consent, dated as of July 13, 2016, by and among Cree, Inc., Wells Fargo Bank, National Association, as administrative agent and lender, E-conolight LLC, a domestic subsidiary of Cree, Inc., as guarantor, and the other lenders party to the Credit Agreement

Second Amendment to Credit Agreement, dated November 13, 2017, by and among Cree, Inc., Wells Fargo Bank, National Association, as administrative agent, E-conolight LLC, a domestic subsidiary of Cree, Inc., as guarantor, and the other lenders party thereto

Third Amendment to the Credit Agreement, dated as of August 21, 2018, by and among Cree, Inc., Wells Fargo Bank, National Association, as administrative agent, E-conolight LLC, as guarantor, and the other lenders party thereto

Credit Agreement Consent, dated as of March 14, 2019, by and among Cree, Inc., Wells Fargo Bank, National Association, as administrative agent and lender, E-conolight LLC, a domestic subsidiary of Cree, Inc., as guarantor, and the other lenders party to the Credit Agreement

Subsidiaries of the Company

Consent of PricewaterhouseCoopers LLP

Certification by Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification by Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Indemnification Agreement for Directors and Officers 8-K 10.1 10/29/2010

Fourth Amendment to the Credit Agreement, dated as of December 16, 2019, by and among Cree, Inc., Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto 8-K 10.1 12/19/2019

Fifth Amendment to the Credit Agreement, dated as of March 27, 2020, by and among Cree, Inc., Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto 10-Q 10.1 4/30/2020

Subsidiaries of the Company X

Consent of PricewaterhouseCoopers LLP X

Certification by Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X

Certification by Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X

Certification by Chief Executive Officer pursuant to 18 U.S.C.

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

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

Certification by Chief Financial Officer pursuant to 18 U.S.C.

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

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

101 The following materials from Cree, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 28, 2020 formatted in Inline XBRL (eXtensible Business Reporting Language):

4 unchanged sentences

(v) Consolidated Statements of Shareholders' Equity;

and (vi) Notes to Consolidated Financial Statements

and (vi) Notes to Consolidated Financial Statements X

104 The cover page from the Cree Inc.'s Annual Report on Form 10-K for the fiscal year ended June 28, 2020 formatted in Inline XBRL (included in Exhibit 101)

7 unchanged sentences

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 and in the capacities and on the dates indicated.

Signature Title Date

/s/ G REGG A.

Chief Executive Officer and President

August 21, 2019

(Principal Executive Officer)

Chief Executive Officer and President August 19, 2020

Lowe (Principal Executive Officer)

/s/ N EILL P.

Executive Vice President and Chief Financial Officer

August 21, 2019

(Principal Financial and Principal Accounting Officer)

Executive Vice President and Chief Financial Officer August 19, 2020

Reynolds (Principal Financial and Principal Accounting Officer)

/s/ D ARREN R.

Chairman and Director

August 21, 2019

Chairman and Director August 19, 2020

/s/ G LENDA D ORCHAK

Director August 19, 2020

Glenda Dorchak

Director August 19, 2020

/s/ C LYDE R.

August 21, 2019

Director August 19, 2020

/s/ D UY -L OAN T.

August 21, 2019

Director August 19, 2020

/s/ T HOMAS H.

August 21, 2019

Director August 19, 2020

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