Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures are effective in that they provide reasonable assurances that the information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods required by the SEC’s rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes to Internal Control Over Financial Reporting
There have been no changes to our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the fourth quarter of fiscal 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
In the course of our ongoing preparations for making management’s report on internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002, from time to time we have identified areas in need of improvement and have taken remedial actions to strengthen the affected controls as appropriate. We make these and other changes to enhance the effectiveness of our internal controls over financial reporting, which do not have a material effect on our overall internal control.
We will continue to evaluate the effectiveness of our disclosure controls and procedures and internal control over financial reporting on an ongoing basis and will take action as appropriate.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control system was designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements.
Our internal control over financial reporting includes those policies and procedures that:
(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; and
(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. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
In making the assessment of internal control over financial reporting, our management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013 framework). Based on that assessment and those criteria, management has concluded that our internal control over financial reporting was effective as of June 30, 2024.
The effectiveness of our internal control over financial reporting as of June 30, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report in Item 8 of this Annual Report.
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Item 9B. Other Information
Rule 10b5-1 Trading Plans
During the fiscal quarter ended June 30, 2024, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (in each case, as defined in Item 408 of Regulation S-K).
2024 Annual Meeting of Shareholders
We currently plan to hold our 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) on December 5, 2024. The time and location of the 2024 Annual Meeting, and the matters to be considered, will be as set forth in our definitive proxy statement for the 2024 Annual Meeting to be filed with the SEC.
Because the expected date of the 2024 Annual Meeting represents a change of more than 30 calendar days from the date of the anniversary of our 2023 Annual Meeting of Shareholders, we are informing shareholders of this change and the updated deadline for shareholders to submit proposals intended for inclusion in our proxy statement for consideration at the 2024 Annual Meeting in accordance with the rules and regulations of the SEC. Accordingly, to be timely, shareholders wishing to submit proposals intended to be considered for inclusion in our proxy statement relating to the 2024 Annual Meeting must ensure that proper notice is received by us at our offices no later than the close of business on September 17, 2024, which we consider a reasonable time before we will begin printing and mailing proxy materials. Any proposal intended to be considered for inclusion in our proxy statement and form of proxy must comply with Rule 14a-8 of Regulation 14A under the Exchange Act. The submission of a shareholder proposal does not guarantee that it will be included in our proxy materials.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Certain information called for in Items 10, 11, 12, 13 and 14 is incorporated by reference from our definitive proxy statement relating to our annual meeting of shareholders, which will be filed with the SEC within 120 days after the end of fiscal 2024.
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(1) and (2) The financial statements and reports of independent registered public accounting firm are filed as part of this Annual Report (see “Index to Consolidated Financial Statements” at Item 8). The financial statement schedules are not included in this item as they are either not applicable or are included as part of the consolidated financial statements.
(a)(3) The following exhibits have been or are being filed herewith and are numbered in accordance with Item 601 of Regulation S-K:
Incorporated by Reference
Exhibit No. Description Filed Herewith Form Exhibit Filing Date
2.1 ^
Purchase Agreement, dated March 14, 2019, by and between Cree, Inc. and IDEAL Industries, Inc., as amended 8-K 2.1 5/16/2019
2.2 ^
Asset Purchase Agreement, dated October 18, 2020, between Cree, Inc., SMART Global Holdings, Inc. and Chili Acquisition, Inc., as amended 8-K 2.1 3/2/2021
2.3 ^
Asset Purchase Agreement, dated August 22, 2023, between Wolfspeed, Inc. and MACOM Technology Solutions Holdings Inc. 8-K/A 2.1 8/28/2023
3.1
Amended and Restated Articles of Incorporation 8-K 3.1 10/24/2023
3.2
Amended and Restated Bylaws, dated January 23, 2023 10-Q 3.1 1/26/2023
4.1
Description of the Registered Securities 10-Q 4.3 11/2/2023
4.2
Indenture, dated as of April 21, 2020, between Cree, Inc. and U.S. Bank National Association 8-K 4.1 4/21/2020
4.3
Form of 1.75% Convertible Senior Note due 2026 (included in Exhibit 4.2) 8-K 4.2 4/21/2020
4.4
Indenture, dated as of February 3, 2022, between Wolfspeed, Inc. and U.S. Bank National Association 8-K 4.1 2/3/2022
4.5
Form of 0.25% Convertible Senior Note due 2028 (included in Exhibit 4.4) 8-K 4.2 2/3/2022
4.6
Indenture, dated as of November 21, 2022, between Wolfspeed, Inc. and U.S. Bank Trust Company, National Association 8-K 4.1 11/21/2022
4.7
Form of 1.875% Convertible Senior Note due 2029 (included in Exhibit 4.6) 8-K 4.2 11/21/2022
4.8
Form of certificate representing the Senior Secured Notes due 2030 (included as Exhibit A to Exhibit 10.29) 8-K 4.1 6/26/2023
4.9
Unsecured Customer Refundable Deposit Agreement, dated as of July 5, 2023, between Wolfspeed, Inc. and Renesas Electronics America Inc. 8-K 4.1 7/5/2023
10.1 *
2013 Long-Term Incentive Compensation Plan, as amended ("2013 LTIP") 10-Q 10.3 10/28/2021
10. 2 *
Form of Stock Unit Award Agreement (Performance-Based) under the 2013 LTIP 10-K 10.41 8/20/2018
10. 3 *
Form of Stock Unit Award Agreement (Time-Based) under the 2013 LTIP 10-K 10.42 8/20/2018
10. 4 *
Form of Performance Share Award Agreement for Gregg A. Lowe 8-K 10.1 9/8/2020
10. 5 *
Form of Restricted Stock Unit Award Agreement under the 2013 LTIP for Gregg Lowe 10-Q 10.4 10/28/2021
10. 6 *
Form of Restricted Stock Unit Award Agreement under the 2013 LTIP for Executive Officers other than Gregg Lowe 10-Q 10.5 10/28/2021
10. 7 *
Form of Restricted Stock Unit Award Agreement under the 2013 LTIP for Non-Employee Directors 10-Q 10.6 10/28/2021
10. 8 *
Form of Performance Share Award Agreement under the 2013 LTIP for Gregg Lowe 10-Q 10.7 10/28/2021
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10. 9 *
Form of Performance Share Award Agreement under the 2013 LTIP for Executive Officers other than Gregg Lowe 10-Q 10.8 10/28/2021
10.10 *
Form of Performance Share Award Agreement under the 2013 LTIP for Gregg Lowe (fiscal 2024 award) 10-K 10.13 8/23/2023
10.1 1 *
Form of Performance Share Award Agreement under the 2013 LTIP for Executive Officers other than Gregg Lowe (fiscal 2024 award) 10-K 10.14 8/23/2023
10.12 *
2023 Long-Term Incentive Compensation Plan ("2023 LTIP") 8-K 10.1 10/24/2023
10.13 *
Form of Restricted Stock Unit Award Agreement under the 2023 LTIP for Gregg Lowe 10-Q 10.3 2/1/2024
10.14 *
Form of Restricted Stock Unit Award Agreement under the 2023 LTIP for Executive Officers other than Gregg Lowe 10-Q 10.4 2/1/2024
10.15 *
Form of Restricted Stock Unit Award Agreement under the 2023 LTIP for Non-Employee Directors 10-Q 10.5 2/1/2024
10.16 *
Form of Performance Stock Unit Award Agreement under the 2023 LTIP for Gregg Lowe 10-Q 10.6 2/1/2024
10.17 *
Form of Performance Stock Unit Award Agreement under the 2023 LTIP for Executive Officers other than Gregg Lowe 10-Q 10.7 2/1/2024
10.18 *
Wolfspeed Bonus Plan for Fiscal Year 2024 8-K 10.1 11/2/2023
10.1 9 *
2020 Employee Stock Purchase Plan 10-Q 10.9 10/28/2021
10.20 *
Change in Control Agreement for Chief Executive Officer between Cree, Inc. and Gregg A. Lowe, dated September 22, 2017 8-K 10.1 9/28/2017
10. 2 1 *
First Amendment to Change in Control Agreement (for Chief Executive Officer), dated May 4, 2018 8-K 10.3 5/4/2018
10.22 *
Wolfspeed Severance Plan - Senior Leadership Team, Plan Document and Summary Plan Description, as amended and restated X
10.2 3 *
Form of Participation Agreement Under Cree Severance Plan - Senior Leadership Team 8-K 10.2 5/4/2018
10.24 *
Schedule of Compensation of Non-Employee Directors 8-K 10.1 1/25/2023
10.2 5 *
Non-Employee Director Stock Compensation and Deferral Program, as amended and restated 10-Q 10.8 2/1/2024
10.2 6 *
Form of Cree, Inc. Indemnification Agreement for Directors and Officers 8-K 10.1 10/29/2010
10.27
Form of Confirmation of Call Option Transactions related to 0.25% Convertible Senior Notes due 2028 8-K 10.1 2/3/2022
10.28
Form of Confirmation of Call Option Transactions related to 1.875% Convertible Senior Notes due 2029 8-K 10.1 11/21/2022
10.29 ^
Indenture, dated as of June 23, 2023, by and between Wolfspeed, Inc. and U.S. Bank Trust Company, National Association, as trustee and collateral agent. 8-K 10.1 6/26/2023
19.1
Securities Trading Policy X
21.1
Subsidiaries of the Company X
23.1
Consent of PricewaterhouseCoopers LLP X
31.1
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
31.2
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
32.1
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 X
32.2
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 X
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97.1
Wolfspeed, Inc. Compensation Recovery Policy X
101 The following materials from Wolfspeed, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Loss; (iv) Consolidated Statements of Cash Flows; (v) Consolidated Statements of Shareholders' Equity; and (vi) Notes to Consolidated Financial Statements X
104 The cover page from the Wolfspeed, Inc.'s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 formatted in Inline XBRL (included in Exhibit 101)
* Management contract or compensatory plan or arrangement.
^ Portions of this exhibit have been omitted pursuant to Rule 601(b)(2) of Regulation S-K. The omitted information is not material and is the type of information that the Company customarily and actually treats as private and confidential.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
WOLFSPEED, INC.
Date: August 22, 2024
By: /s/ Gregg A. Lowe
Gregg A. Lowe
Chief Executive Officer and President
(Principal Executive Officer)
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. L OWE
Chief Executive Officer and President August 22, 2024
Gregg A. Lowe (Principal Executive Officer)
/s/ N EILL P. R EYNOLDS
Executive Vice President and Chief Financial Officer August 22, 2024
Neill P. Reynolds (Principal Financial and Principal Accounting Officer)
/s/THOMAS H. WERNER Chairman and Director August 22, 2024
Thomas H. Werner
/s/ G LENDA D ORCHAK
Director August 22, 2024
Glenda Dorchak
/s/ J OHN C. H ODGE
Director August 22, 2024
John C. Hodge
/s/ C LYDE R. H OSEIN
Director August 22, 2024
Clyde R. Hosein
/s/ DARREN R. JACKSON Director August 22, 2024
Darren R. Jackson
/s/ D UY -L OAN T. L E
Director August 22, 2024
Duy-Loan T. Le
/s/ J OHN B. R EPLOGLE
Director August 22, 2024
John B. Replogle
/s/ M ARVIN A. R ILEY
Director August 22, 2024
Marvin A. Riley
/s/ S TACY J. S MITH
Director August 22, 2024
Stacy J. Smith
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