Form 8-K














Date of Report (Date of earliest event reported) May 6, 2019




(Exact Name of Registrant as Specified in Its Charter)




DELAWARE   000-49602   77-0118518

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

1251 McKay Drive

San Jose, California

(Address of Principal Executive Offices)   (Zip Code)

(Registrant’s Telephone Number, Including Area Code) (408) 904-1100



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 (see General Instruction A.2. below):


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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.  ☐

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


Title of each class


Trading Symbol(s)


Name of each exchange on which registered

Common Stock, par value

$.001 per share

  SYNA   The NASDAQ Global Select Market




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


On May 6, 2019, the Executive Committee of the Board of Directors of Synaptics Incorporated (“Synaptics”) instituted a retention program applicable to Synaptics’ named executive officers and certain other senior executives.

The retention program provides that Alex Wong, Synaptics’ Senior Vice President, Operations, and Principal Executive Officer, and Kermit Nolan, Synaptics’ Corporate Vice President, Chief Accounting Officer and Interim Chief Financial Officer, will receive lump-sum cash award payments of $606,349 and $480,302, respectively, in November 2020 should they remain as full-time active employees of Synaptics in good standing for 18 consecutive calendar months starting May 1, 2019. Certain voluntary and unpaid leaves will result in a termination of the applicable retention award. No retention award will be paid to any executive who resigns without Good Reason or who is terminated for Good Cause prior to the end of the retention period (both capitalized terms as defined in the Synaptics Incorporated Severance Policy for Principal Executive Officers, which has previously been filed with the Securities and Exchange Commission). Should Synaptics terminate either executive’s employment without Good Cause, or if either executive resigns for Good Reason, Synaptics will pay (i) two-thirds of such executive’s eligible award if the termination occurs during the first twelve months of the retention period, and (ii) a portion of such executive’s eligible award prorated for the actual number of consecutive full calendar months completed as a full-time employee of Synaptics if the termination occurs between the twelfth and eighteenth month of the retention period, provided that such executive resigns from all Company and Company affiliate director and officer positions and executes a separation agreement and release in a form acceptable to the Company.


Pursuant to the requirements of the Securities Exchange Act of 1934, Synaptics Incorporated has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: May 6, 2019     By:   /s/ John McFarland
      John McFarland
      Senior Vice President, General Counsel and Secretary


This website contains forward-looking statements that are subject to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business, and can be identified by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements may include words such as "expect," "anticipate," "intend," "believe," "estimate," "plan," "target," "strategy," "continue," "may," "will," "should," variations of such words, or other words and terms of similar meaning. All forward-looking statements reflect our best judgment and are based on several factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Such factors include, but are not limited to, the risks as identified in the "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business" sections of our Annual Report on Form 10-K for our most recent fiscal year, and other risks as identified from time to time in our Securities and Exchange Commission reports. Forward-looking statements are based on information available to us on the date hereof, and we do not have, and expressly disclaim, any obligation to publicly release any updates or any changes in our expectations, or any change in events, conditions, or circumstances on which any forward-looking statement is based. Our actual results and the timing of certain events could differ materially from the forward-looking statements. These forward-looking statements do not reflect the potential impact of any mergers, acquisitions, or other business combinations that had not been completed as of the date of this filing.