Schedule 14A


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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.

)

Filed by the Registrant    x

Filed by a Party other than the Registrant    ¨
Check the appropriate box:

¨    Preliminary Proxy Statement

¨    Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x    Definitive Proxy Statement

¨    Definitive Additional Materials

¨    Soliciting Material Pursuant to §240.14a-12

CREE, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
x    No fee required.
¨    Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


 

 

 

 

 

1)

Title of each class of securities to which transaction applies:

 

 

 

 

2)

Aggregate number of securities to which transaction applies:

 

 

 

 

3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

4)

Proposed maximum aggregate value of transaction:

 

 

 

 

5)

Total fee paid:

 

 

 

¨    Fee paid previously with preliminary materials.
¨    Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


 

 

 

 

 

1)

Amount Previously Paid:

 

 

 

 

2)

Form, Schedule or Registration Statement No.:

 

 

 

 

3)

Filing Party:

 

 

 

 

4)

Date Filed:

 

 

 

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_________________________________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

_________________________________________________________________
To the Shareholders of Cree, Inc.:
The 2013 Annual Meeting of Shareholders of Cree, Inc. will be held at the offices of the corporation at 4425 Silicon Drive, Durham, North Carolina 27703, on Tuesday, October 29, 2013, at 10:00 a.m. local time, to consider and vote upon the following matters and to transact such other business as may be properly brought before the meeting:


 

 



Proposal No. 1—Election of seven directors

 

 



Proposal No. 2—Approval of the 2013 Long-Term Incentive Compensation Plan

 

 



Proposal No. 3—Approval of amendments to the 2005 Employee Stock Purchase Plan to increase the number of shares authorized for issuance under the plan by 2,000,000 shares and extend the plan term for five years

 

 



Proposal No. 4—Ratification of the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending June 29, 2014

 

 



Proposal No. 5—Advisory (nonbinding) vote to approve executive compensation

All shareholders are invited to attend the meeting in person. Only shareholders of record at the close of business on August 30, 2013 are entitled to notice of and to vote at the meeting.

By order of the Board of Directors,
Bradley D. Kohn

Secretary

Durham, North Carolina

September 10, 2013
PLEASE NOTE:
We are primarily providing access to our proxy materials over the Internet pursuant to the Securities and Exchange Commission’s “notice and access” rules. Beginning on or about September 16, 2013, we expect to mail to our shareholders a Notice of Internet Availability of Proxy Materials which will indicate how to access our 2013 Proxy Statement and 2013 Annual Report on the Internet. The Notice also includes instructions on how you can receive a paper copy of your annual meeting materials, including the notice of annual meeting, proxy statement and proxy card.

Whether or not you plan to attend the meeting in person, please submit voting instructions for your shares promptly using the directions on your Notice or, if you elected to receive printed proxy materials by mail, your proxy card, to vote by one of the following methods: (1) over the Internet, by accessing the website address www.proxyvote.com ; (2) by telephone, by calling the toll-free telephone number 1-800-690-6903; or (3) if you elected to receive printed proxy materials by mail, by marking, dating and signing your proxy card and returning it in the accompanying postage-paid envelope.

Table of Contents
Table of Contents

 

 

 

 

PROXY STATEMENT:

 

2013 PROXY SUMMARY

1

MEETING INFORMATION

3

VOTING PROCEDURES

4

 

Who Can Vote

4

 

How You Can Vote

4

 

How You Can Revoke Your Proxy and Change Your Vote

4

 

How Your Proxy Will Be Voted

4

 

How You Can Vote Shares Held by a Broker or Other Nominee

4

 

Quorum Required

5

 

Vote Required

5

PROPOSAL NO. 1—ELECTION OF DIRECTORS

6

 

Nominees for Election as Directors

6

 

Executive Officers

12

 

Code of Ethics

12

 

Board Composition and Independence of Directors

12

 

The Leadership Structure of the Board of Directors

13

 

Board’s Role in Risk Oversight

13

 

Compensation Program Risk Assessment

14

 

Attendance at Meetings

15

 

Standing Committees

15

 

Certain Transactions and Legal Proceedings

16

 

Review and Approval of Related Person Transactions

18

 

Section 16(a) Beneficial Ownership Reporting Compliance

19

PROPOSAL NO. 2—APPROVAL OF 2013 LONG-TERM INCENTIVE COMPENSATION PLAN

20

 

Overview

20

 

Purpose of Proposed LTIP

21

 

Section 162(m)

21

 

Plan Summary

21

 

Certain Federal Income Tax Consequences for Participants Subject to U.S. Tax Law

26

 

New Proposed LTIP Benefits

28

 

Registration with the SEC

28

 

Equity Compensation Plans

28

PROPOSAL NO. 3—APPROVAL OF AMENDMENTS TO 2005 EMPLOYEE STOCK PURCHASE PLAN

30

 

General

30

 

Description of ESPP

30

 

Certain Federal Income Tax Consequences for Participants Subject to U.S. Tax Law

32

 

Plan Awards

33

Table of Contents



 

 

 

 

OWNERSHIP OF SECURITIES

34

 

Principal Shareholders and Share Ownership by Management

34

EXECUTIVE COMPENSATION

36

 

Compensation Discussion and Analysis

36

 

Compensation Committee Report

50

 

Summary of Cash and Certain Other Compensation

51

 

Grants of Equity and Non-Equity Incentive Awards

52

 

Outstanding Equity Awards

53

 

Stock Option Exercises and Vesting of Restricted Stock

54

 

Potential Payments upon Termination or Change in Control

54

DIRECTOR COMPENSATION

62

 

Summary of Cash and Certain Other Compensation

62

 

Summary of Director Compensation Program

63

 

Compensation Committee Interlocks and Insider Participation

63

PROPOSAL NO. 4—RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

64

 

Report of the Audit Committee

64

 

Independent Auditor Fee Information

65

PROPOSAL NO. 5—ADVISORY (NONBINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION

66

OTHER MATTERS

67

 

Other Business

67

 

2014 Annual Meeting of Shareholders

67

 

Procedures for Director Nominations

67

 

Shareholder Communications with Directors

67

 

Costs of Soliciting Proxies

68

 

Availability of Report on Form 10-K

68

 

Shareholders Sharing the Same Last Name and Address

68

 

Principal Executive Offices and Annual Meeting Location

68


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