Cirrus Logic (CRUS) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on July 26, 2024, with stockholders able to vote and submit questions online.

• Proxy materials are available electronically, and voting can be done online, by phone, or by mail.

• Stockholders of record as of May 28, 2024, are entitled to vote on five key proposals.

Voting matters and shareholder proposals

• Election of seven directors for one-year terms, with two current directors retiring and one new nominee.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year ending March 29, 2025.

• Advisory vote on executive compensation (Say-on-Pay).

• Approval of amendments to the 2018 Long Term Incentive Plan, increasing share reserve by 2,670,000 and extending the plan to 2034.

• Approval of an amendment to the Certificate of Incorporation to permit officer exculpation under Delaware law.

Board of directors and corporate governance

• Board held 10 meetings in fiscal 2024; all directors attended at least 75% of meetings.

• Three standing committees: Audit, Compensation and Human Resources, Governance and Nominating, all composed of independent directors.

• Board diversity includes gender, demographic, and professional backgrounds; new nominee brings additional expertise.

• Board leadership structure separates CEO and Chair roles to enhance independence.

• Stockholder nominations and proposals for 2025 must comply with advance notice and bylaw requirements.