Form 8-K Broadcom Inc. For: Jan 11
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 11, 2019
(Exact Name of Registrant as Specified in Charter)
(State or other jurisdiction
|1320 Ridder Park Drive, San Jose, California||95131|
|(Address of principal executive offices)||(Zip Code)|
|(Registrants telephone number, including area code)|
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Emerging growth company ☐
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
New Director Appointment
Effective January 11, 2019, the Board of Directors (the Board) of Broadcom Inc. (the Company) appointed Diane M. Bryant as an independent director of the Company.
Ms. Bryant, age 56, served as the Chief Operating Officer of Google Cloud (cloud computing services) from 2017 to 2018, where she focused on accelerating the scale and reach of Google Clouds business, including optimization of the global supply chain, acceleration of customer adoption, and development of next-generation information technology solutions. Prior to Google Cloud, Ms. Bryant spent 32 years at Intel Corporation, most recently serving as Group President of Intels Data Center Group, the worldwide organization that develops server, storage and network platforms for the digital services economy, in 2017, having led that group since 2012, and serving as Intels Corporate Vice President and Chief Information Officer, responsible for corporate-wide information technology solutions and services that enable Intels business, from 2008 to 2012. Ms. Bryant also serves on the board of directors of United Technologies Corporation (UT) and on the U.C. Davis Chancellors Board of Advisors and U.C. Davis College of Engineering Board of Advisors. Ms. Bryants qualifications to serve on the Board include her more than three decades of experience and executive leadership in the semiconductor industry, in enterprise IT solution development and deployment, and in advancing cloud computing services worldwide. Ms. Bryant also brings public company board experience, having served on the UT board, and its audit and finance committees, for over two years.
Ms. Bryant will participate in the non-employee director compensation arrangements generally applicable to all of the Companys non-employee directors. Under the terms of those arrangements, as currently in effect, Ms. Bryant received an initial restricted share unit award with a value of $55,000 on January 11, 2019, her first date of service as a director, which will vest in full on the earlier of (i) the first anniversary of the grant date and (ii) the date on which the Companys annual meeting of stockholders immediately following the grant date is held, subject to her continuing service on the vesting date. The number of shares subject to this award was determined by dividing the value of the award by the average of the Companys per share closing market prices, as quoted on the Nasdaq Global Select Market, over the 30 calendar days immediately preceding January 11, 2019. In addition, Ms. Bryant will be entitled to receive the annual cash and equity compensation payable to other non-employee directors of the Company. Details regarding the Companys non-employee director compensation program are set forth in the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 2018.
On January 11, 2019, Donald Macleod, age 70, notified the Board that he will not be standing for re-election as a director at the Companys 2019 annual meeting of stockholders. Mr. Macleods departure from the Board is not due to any disagreement between him and the Company. Mr. Macleod continues to serve as Chairman of the Audit Committee and as a member of the Compensation and Executive Committees.
Effective January 11, 2019, the Board appointed Eddy W. Hartenstein as the Chairman of the Nominating and Corporate Governance Committee (in place of James V. Diller who will continue to serve as a member of Nominating and Corporate Governance Committee), and Ms. Bryant and Check K. Low, a current director, as members of the Compensation Committee.
Board and Committee Refreshment
The director appointment and changes to committee composition discussed above, and the appointment of Harry L. You to the Board and Audit Committee on January 8, 2019, were made with a view to refreshing the Boards capabilities and perspective in its oversight role, consistent with the evolving strategic focus of the Company in technology infrastructure, and are in addition to, and should be read in conjunction with, the Board and committee leadership changes announced in the Companys Current Report on Form 8-K filed on December 6, 2018.
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.
|Date: January 14, 2019||By:||/s/ Thomas H. Krause, Jr.|
|Name: Thomas H. Krause, Jr.|
|Title: Chief Financial Officer|