Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 5, 2024

WOLFSPEED, INC.

(Exact name of registrant as specified in its charter)


North Carolina	001-40863	56-1572719
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)


4600 Silicon Drive
Durham	North Carolina	27703
(Address of principal executive offices)		(Zip Code)

(919) 407-5300

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.00125 par value	WOLF	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.07			Submission of Matters to a Vote of Security Holders

Wolfspeed, Inc. (the “Company”) held its Annual Meeting of Shareholders on December 5, 2024 (the “Annual Meeting”). The shareholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 17, 2024, as supplemented by the proxy supplement filed with the Securities and Exchange Commission on November 20, 2024.

Proposal No. 1: Election of nine nominees to serve as directors.1 The votes were cast as follows:



Name	Votes For	Votes Withheld

Glenda M. Dorchak	71,703,924	4,150,673
John C. Hodge	67,810,060	8,044,537
Darren R. Jackson	73,371,983	2,482,614
Duy-Loan T. Le	71,733,089	4,121,508
Marvin A. Riley	73,037,226	2,817,371
Thomas J. Seifert	72,596,925	3,257,672
Stacy J. Smith	65,038,785	10,815,812
Thomas H. Werner	62,325,972	13,528,625
George H. “Woody” Young III	75,067,885	786,712

1 As previously disclosed, Gregg A. Lowe was previously nominated for election as a director at the Annual Meeting but withdrew himself as a nominee in connection with his departure as the Company’s President and Chief Executive Officer and as a director, effective November 18, 2024. The Company’s Board of Directors did not nominate a substitute director nominee for election at the Annual Meeting and, accordingly, all shares represented at the Annual Meeting by valid proxies that were voted in favor of Mr. Lowe were disregarded.

Broker Non-Votes: 19,215,476

All nominees were elected.

Proposal No. 2: Ratification of the appointment of PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending June 29, 2025. The votes were cast as follows:


	Votes For	Votes Against	Abstained

Ratification of PricewaterhouseCoopers LLP appointment	94,186,305	621,350	262,418

Proposal No. 2 was approved.

Proposal No. 3: Advisory (nonbinding) vote to approve executive compensation. The votes were cast as follows:


	Votes For	Votes Against	Abstained
Advisory (nonbinding) vote to approve executive compensation	52,860,456	22,781,407	212,734

Broker Non-Votes: 19,215,476

Proposal No. 3 was approved.


Item 9.01			Financial Statements and Exhibits

(d) Exhibits


			Exhibit No.						Description of Exhibit

			104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 hereunto duly authorized.


			WOLFSPEED, INC.


			By:						/s/ Bradley D. Kohn
									Bradley D. Kohn
									Senior Vice President and General Counsel

Date: December 6, 2024

Cover Page	Dec. 05, 2024
Cover [Abstract]
Entity Central Index Key	0000895419
Amendment Flag	false
Document Type	8-K
Document Period End Date	Dec. 05, 2024
Entity Registrant Name	WOLFSPEED, INC
Entity Incorporation, State or Country Code	NC
Entity File Number	001-40863
Entity Tax Identification Number	56-1572719
Entity Address, Address Line One	4600 Silicon Drive
Entity Address, City or Town	Durham
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27703
City Area Code	919
Local Phone Number	407-5300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.00125 par value
Trading Symbol	WOLF
Security Exchange Name	NYSE
Entity Emerging Growth Company	false