|
|
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)
November
10, 2008
LSI
CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-10317
|
94-2712976
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
1621
Barber Lane
Milpitas,
California 95035
(Address
of principal executive offices, including zip code)
(408)
433-8000
(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 (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))
|
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
Changes
to Board of Directors
On November 10, 2008, we received the
resignation of Timothy Chen as a member of our Board of Directors. His
resignation was effective November 12, 2008.
On November 12, 2008, the Board of
Directors elected Susan Whitney to the Board and elected her a member of the
Board’s Compensation Committee and Nominating and Corporate Governance
Committee. Ms. Whitney retired from IBM in 2007, where she most
recently served as General Manager, IBM System x.
Upon her election to the Board, Ms.
Whitney received an option to purchase 30,000 shares of our common stock under
our 2003 Equity Incentive Plan. The option has a seven-year term, becomes
exercisable in four equal annual installments and has an exercise price per
share equal to the closing price of a share of our common stock on the date of
grant.
Adoption
of Policy on Recoupment of Incentive Compensation
On November 12, 2008, our Compensation
Committee adopted a policy requiring our executive officers, if requested by the
Compensation Committee, to repay or return “covered payments” in the event that
we issue a material restatement of our financial statements, where the
restatement is caused, in whole or in part, by the individual’s intentional
misconduct. “covered payments” means cash bonuses paid after the date of
adoption of the policy and stock options, restricted stock units and any other
equity-based awards.
The policy permits the committee to
cancel specified equity awards and to recover the after-tax amount realized by a
covered individual from bonus payments, specified stock sales and restricted
stock unit vestings.
The
Compensation Committee has the discretion to seek to recoup a different amount,
if it believes it appropriate under the circumstances. The committee expects to
require each of our executive officers to agree to the terms of this policy in
the option agreement for the next option grant the officer
receives.
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 hereunto
duly authorized.
LSI
CORPORATION
By: /s/ Bryon
Look
Bryon
Look
Executive
Vice President and Chief Financial Officer
|
|
Date:
November 13, 2008
|