Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 21, 2024, Dean Butler, the Senior Vice President and Chief Financial Officer of Synaptics Incorporated (the “Company”), informed the Company that he has decided to resign, effective February 26, 2024. Mr. Butler will remain employed with the Company and will assist with the transition of his responsibilities through April 5, 2024. Mr. Butler’s resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, accounting or other policies, or practices. The Company has begun a search for his replacement.
Effective upon Mr. Butler’s resignation, Michael Hurlston, President and Chief Executive Officer of the Company, will serve as the Company’s principal financial officer on an interim basis. Mr. Hurlston will not receive any additional compensation for this interim role. Mr. Hurlston’s biographical information has been previously disclosed in the Company’s proxy statement for its 2023 annual meeting of stockholders, as filed with the Securities and Exchange Commission on September 5, 2023, which information is incorporated herein by reference.
In connection with Mr. Butler’s resignation, Esther Song, the Company’s Vice President and Corporate Controller, will assume the responsibilities of principal accounting officer, effective as of February 26, 2024. Ms. Song, age 53, has served as the Company’s Vice President and Corporate Controller since February 2023. Ms. Song served as the Company’s Sr. Director and Global Controller from January 2015 to February 2023.
In connection with her appointment as the Company’s principal accounting officer, Ms. Song will receive a one-time grant of restricted stock units (“RSUs”) corresponding to a $300,000 equity value, one-third of which will vest on the first anniversary of the grant date, and one-twelfth of which will vest each quarter thereafter until fully vested.
There are no arrangements or understandings between Ms. Song and any other person pursuant to which she was appointed, nor are there are any family relationships between Ms. Song and any of the Company’s directors or executive officers. Ms. Song does not have any material interest in any transactions, relationships or arrangements with the Company that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
Item 7.01 Regulation FD Disclosure
On February 27, 2024, the Company issued a press release regarding the events described in Item 5.02. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information set forth under this Item 7.01 is furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any registration document or other document filed by the Company.
Item 9.01 Financial Statements and Exhibits.
(a) |
Financial Statements of Business Acquired. |
Not applicable.
(b) |
Pro Forma Financial Information. |
Not applicable.
(c) |
Shell Company Transactions. |
Not applicable.