SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): November 2, 2006
CIRRUS LOGIC, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-17795 77-0024818
(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation or Organization) File Number) Identification No.)
2901 Via Fortuna, Austin, TX 78746
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (512) 851-4000
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))
Item 8.01 Other Events.
a. On November 2, 2006, Cirrus Logic, Inc. (the "Company") issued a press
release announcing that it has filed with the United States Securities and
Exchange Commission a Form 12b-25 indicating that the Company is unable to file
a Form 10-Q for its fiscal second quarter ended September 23, 2006 on or before
the fifth calendar day following the prescribed due date according to Rule
12b-25 under the Securities Exchange Act of 1934. A copy of the press release is
attached as Exhibit 99.1 and incorporated herein by reference.
b. The annual meeting of the Company's stockholders was held on July 28, 2006.
At the close of business on May 31, 2006, the record date for the meeting, there
were 87,455,155 shares of the Company's common stock outstanding and entitled to
be voted at the meeting. Holders of 83,144,805 shares of the Company's common
stock (representing a like number of votes) were present at that meeting, either
in person or by proxy. The following table sets forth the results of the voting
that occurred at the stockholder meeting:
(a) Election of Directors
David French For: 80,042,133 Withheld: 3,102,672
D. James Guzy For: 76,848,258 Withheld: 6,296,547
Michael L. Hackworth For: 76,557,133 Withheld: 6,587,672
Suhas S. Patil For: 76,601,929 Withheld: 6,542,876
Walden C. Rhines For: 76,285,846 Withheld: 6,858,959
William D. Sherman For: 77,967,819 Withheld: 5,176,986
Robert H. Smith For: 71,364,698 Withheld: 11,780,107
There were no broker non-votes.
(b) Ratification and approval of the Cirrus Logic, Inc. 2006 Stock
Incentive Plan.
For: 49,010,652 Against: 13,928,963 Abstain: 105,632
There were 20,099,558 broker non-votes.
(c) Ratification of the appointment of Ernst & Young LLP as the Company's
independent registered public accounting firm for the Company's 2007
fiscal year.
For: 80,948,398 Against: 2,090,559 Abstain: 105,848
There were no broker non-votes.
Item 9.01 - Finance Statements and Exhibits.
(d) Exhibits.
99.1 Text of Cirrus Logic, Inc. press release dated November 2, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CIRRUS LOGIC, INC.
Date: November 2, 2006 By: /s/ Thurman K. Case
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Name: Thurman K. Case
Title: Acting Chief Financial Officer
Exhibit Index
Exhibit Number Description
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99.1 Cirrus Logic, Inc. press release dated November 2, 2006