UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): March 4, 2005
PIXELWORKS, INC.
(Exact name of registrant as specified in its charter)
OREGON |
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000-30269 |
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91-1761992 |
(State or other
jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer |
8100 SW Nyberg Road
Tualatin, Oregon 97062
(503) 454-1750
(Address,
including zip code, and telephone number, including
area code, of registrants principal executive offices)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
(a) On March 4, 2005, the Compensation Committee of the Board of Directors of Pixelworks, Inc. (the Company) approved the Companys 2005 Senior Management Bonus Plan (the Bonus Plan). The Bonus Plan establishes target bonus levels for each participant and will be paid based on the achievement of certain goals. A copy of the Bonus Plan is filed as Exhibit 10.1 to this report and incorporated herein by reference.
(b) On March 4, 2005, the Compensation Committee of the Companys Board of Directors approved the 2005 salary and equity-based compensation for the Companys named executive officers, as defined in Item 402 of Regulation S-K. The table below sets forth the 2005 salary and equity-based compensation approved by the Compensation Committee for each of the named executive officers:
Name of Officer |
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Title/Position |
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2005 Base Salary |
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Common
Shares Underlying Equity Compensation |
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Allen Alley |
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Chief Executive Officer |
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$ |
306,800 |
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100,000 |
Hans Olsen |
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Executive Vice President and Chief Operating Officer |
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$ |
260,000 |
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85,000 |
Jeff Bouchard |
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Vice President, Finance, Chief Financial Officer and Secretary |
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$ |
203,500 |
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40,000 |
Marc Fleischmann |
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Senior Vice President, Engineering |
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$ |
210,000 |
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25,000 |
Hongmin Zhang |
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Vice President, Technology |
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$ |
210,000 |
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50,000 |
(c) On March 4, 2005, the Companys Compensation Committee approved annual cash bonus awards earned during 2004 and to be paid in 2005 for the named executive officers under the Companys 2004 Bonus Plan. The bonus awards were earned based upon the achievement of performance goals established in early 2004, which were reviewed and approved by the Companys Compensation Committee. The amounts of the bonus awards to the named executive officers are as follows: Allen Alley, $210,500; Hans Olsen $176,250; Jeff Bouchard $72,250; Marc Fleischmann $47,250; and Hongmin Zhang $45,000.
(d) On March 4, 2005, the Companys Board of Directors approved the following modifications to the terms of the compensation to be paid to the Companys directors. All changes are effective as of January 1, 2005.
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Quarterly Fee |
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Board Retainer Fee |
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$ |
5,000 |
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Additional Fee paid to Lead Director or Non-Management Chairman |
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$ |
2,500 |
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Additional Fee paid to Chair of Audit Committee |
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$ |
3,500 |
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Additional Fees paid to Chairs of Compensation; Governance and Nominating Committees |
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$ |
1,000 |
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Additional Fees paid to members of Audit Committee |
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$ |
1,000 |
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Additional Fees paid to members of Compensation; Governance and Nominating Committees |
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$ |
500 |
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Directors will also receive annual compensation in the form of equity issued under the Companys shareholder-approved 1997 Stock Incentive Plan. A Director will earn an option to purchase 40,000 shares of the Companys Common Stock upon initial election to the Board of Directors and an option to purchase 10,000 shares of the
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Companys Common Stock annually thereafter. No additional options will be earned for service on any committee of the Board of Directors.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
10.1 Pixelworks, Inc. 2005 Senior Management Bonus Plan.
10.2 Pixelworks, Inc. 2005 Management Salary and Equity-Based Compensation Table.
10.3 Pixelworks, Inc. 2005 Board Compensation Arrangements.
SIGNATURE
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 thereunto duly authorized on March 10, 2005.
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PIXELWORKS, INC. |
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(Registrant) |
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By |
/s/ Allen H. Alley |
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Allen H. Alley |
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President and Chief Executive Officer |
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