0001564590-20-004802 8-K 1 20200211 5.02 20200214 20200214 ICHOR HOLDINGS, LTD. 0001652535 3674 000000000 E9 1227 8-K 34 001-37961 20619143 3185 LAURELVIEW CT. FREMONT CA 94538 510-897-5200 3185 LAURELVIEW CT. FREMONT CA 94538 8-K 1 ichr-8k_20200211.htm 8-K ichr-8k_20200211.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): February 11, 2020

 

ICHOR HOLDINGS, LTD.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

Cayman Islands

 

001-37961

 

Not Applicable

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

3185 Laurelview Ct.

Fremont, California 94538

(Address of principal executive offices, including Zip Code)

(510) 897-5200

(Registrant’s telephone number, including area code)

Not Applicable

(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(s)

Name of each exchange on which registered

Ordinary Shares, par value $0.0001

ICHR

The NASDAQ Stock Market LLC

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

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 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Compensation for Named Executive Officers

On February 11, 2020, the Compensation Committee of the Board of Directors of Ichor Holdings, Ltd. (the “Company”) established annual salaries, cash bonus target percentages, and annual equity incentive awards for Larry Sparks, Philip Barros, and Kevin Canty. The salaries will be effective April 6, 2020, and the annual equity incentive awards will be granted effective in May 2020. As previously disclosed in our Current Report on Form 8‑K filed with the Securities and Exchange Commission on November 18, 2019, the annual salary, cash bonus target percentage, and annual equity incentive award for Jeffrey Andreson was approved by the Compensation Committee in connection with his promotion to chief executive officer of the Company on November 12, 2019. Set forth in the table below are the annual salaries, cash bonus target percentages, and annual equity incentive awards for Messrs. Andreson, Sparks, Barros, and Canty, each of whom are Named Executive Officers of the Company for fiscal year 2020. The annual equity incentive awards will be comprised of 70% restricted stock units and 30% stock options by fair value.

 

 

 

 

 

 

 

 

Annual Cash Bonus (% of Annual Salary)

 

 

Annual

 

Named Executive Officer

 

Title

 

Annual Salary

 

 

Target Percent

 

 

Amount

 

 

Equity Incentive

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jeffrey Andreson

 

Director and Chief Executive Officer

 

$

530,000

 

 

85%

 

 

$

450,500

 

 

$

1,500,000

 

Larry Sparks

 

Chief Financial Officer

 

$

415,000

 

 

70%

 

 

$

290,500

 

 

$

340,000

 

Philip Barros

 

Chief Technology Officer

 

$

412,000

 

 

60%

 

 

$

247,200

 

 

$

850,000

 

Kevin Canty

 

Chief Operating Officer

 

$

350,000

 

 

60%

 

 

$

210,000

 

 

$

850,000

 


SIGNATURES

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 thereunto duly authorized.

 

 

 

ICHOR HOLDINGS, LTD.

 

 

 

Date: February 14, 2020

 

/s/ Larry J. Sparks

 

 

Name: Larry J. Sparks

 

 

Title: Chief Financial Officer