ALLEGRO MICROSYSTEMS INC
For the period ended Aug 8, 2024. Filed Jun 26, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 8, 2024 · Filed Jun 26, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to
Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
Allegro MicroSystems, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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INNOVATION WITH PURPOSE 2023 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
2024 notice of annual meeting and proxy statement
LETTER TO SHAREHOLDERS
allegro
Manchester, NH
June 26, 2024
Dear Shareholder,
You are cordially invited to attend the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Allegro MicroSystems, Inc. (the “Company”) at 8:30 a.m. Eastern time on Thursday, August 8, 2024. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. We believe that the online, virtual meeting format enables the Annual Meeting to be accessible for all of our shareholders.
Holders of record of the Company’s outstanding shares of common stock, as of the close of business on June 12, 2024 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.
Every shareholder’s vote is important. Whether or not you plan to attend the Annual Meeting online, it is important that your shares of common stock be represented and voted at the Annual Meeting. Therefore, I urge you to promptly submit your proxy even if you plan to attend the Annual Meeting. To submit a proxy to vote your shares over the Internet or by telephone, please follow the instructions on your proxy card, Notice of Internet Availability of Proxy Materials or voting instruction form. If you decide to attend the Annual Meeting, you will be able to vote online, even if you have previously submitted your proxy.
On behalf of the Board of Directors, thank you for your support of Allegro MicroSystems, Inc.
Sincerely,
Yoshihiro (Zen) Suzuki
Chairman of the Board of Directors
INNOVATION WITH PURPOSE
ALLEGRO MICROSYSTEMS, INC.
NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS
| Date and TimeAugust 8, 2024 (Thursday) 8:30 a.m. Eastern time | LocationOnline at: meetnow.global/MSCDKJU | Who Can VoteShareholders as ofJune 12, 2024 areeligible to vote |
| Time | 8:30 a.m., Eastern time on Thursday, August 8, 2024. |
|---|---|
| Place | You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting: meetnow.global/MSCDKJU at the meeting date and time. Beneficial holders may be required to register in advance to attend the Annual Meeting. See the attached proxy statement for additional information. There is no physical location for the Annual Meeting. |
| Items of Business | 1.To elect Katsumi Kawashima, Joseph R. Martin, Vineet Nargolwala and Mary G. Puma as Class I Directors to serve until the 2027 Annual Meeting of Shareholders, and until each such director’s respective successor is elected and qualified;2.To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 28, 2025;3.To approve, on an advisory basis, the Company’s executive compensation; and4.To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting. |
| Voting | Your vote is very important. Please submit your proxy even if you plan to attend the Annual Meeting. To submit a proxy to vote your shares over the Internet or by telephone, please follow the instructions on your proxy card, Notice of Internet Availability of Proxy Materials or voting instruction form. |
| Who Can Vote | Holders of record of our outstanding shares of common stock as of the close of business on June 12, 2024 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting. A complete list of such shareholders will be open to the examination of any shareholder for a period of ten days prior to the Annual Meeting for a purpose germane to the Annual Meeting at the Company’s offices during ordinary business hours at 955 Perimeter Road, Manchester, New Hampshire, 03103. |
INNOVATION WITH PURPOSE
TABLE OF CONTENTS
| PROXY STATEMENT | 1 |
|---|---|
| FISCAL YEAR 2024 BUSINESS HIGHLIGHTS | 3 |
| ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) | 4 |
| QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING OF SHAREHOLDERS | 11 |
| PROPOSALS TO BE VOTED ON | 15 |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 26 |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS | 27 |
| CORPORATE GOVERNANCE | 28 |
| COMMITTEES OF THE BOARD | 33 |
| EXECUTIVE AND DIRECTOR COMPENSATION | 37 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 69 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 71 |
| SHAREHOLDERS’ PROPOSALS | 74 |
| OTHER MATTERS | 74 |
| SOLICITATION OF PROXIES | 74 |
| APPENDIX A – NON-GAAP FINANCIAL MEASURES | 76 |
INNOVATION WITH PURPOSE
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