8-K

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 30, 2022

Lattice Semiconductor Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-18032	93-0835214
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5555 NE Moore Court

Hillsboro, Oregon 97124

(Address of principal executive offices, including zip code)

(503) 268-8000

(Registrant's telephone number, including area code)

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $.01 par value	LSCC	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 30, 2022, the Board of Directors (the "Board") of Lattice Semiconductor Corporation (the "Company") increased the authorized number of directors on the Board from six to seven and appointed Douglas Bettinger, age 55, to the Board and the Audit Committee of the Board (the “Audit Committee”). Mr. Bettinger’s service on the Board and Audit Committee will commence on December 2, 2022.

In connection with Mr. Bettinger’s service as a director, he will be entitled to the Company's customary compensatory arrangement for outside directors, including an annual retainer of $55,000 for Board service and an annual retainer of $10,000 for service on the Audit Committee. In addition, Mr. Bettinger will be granted a restricted stock unit (“RSU”) award with a fair market value of $180,000 on the date of grant, prorated to reflect his months of service on the Board from the date of appointment to the date of the Company’s next annual meeting, pursuant to the terms of the Company's 2011 Non-Employee Director Equity Incentive Plan (the “Award”). The RSUs subject to the Award will vest on the anniversary of the 2022 annual meeting of stockholders of the Company, subject to Mr. Bettinger’s continued service to the Company at such time. In addition, Mr. Bettinger will enter into the Company’s standard form of indemnification agreement.

There are no arrangements or understandings between Mr. Bettinger and any other person pursuant to which Mr. Bettinger was selected as a director. In addition, there are no transactions in which Mr. Bettinger has an interest that would require disclosure under Item 404(a) of Regulation S-K. Mr. Bettinger does not have any family relationships with any of the Company’s directors or executive officers.

A copy of the press release related to Mr. Bettinger’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being furnished herewith:

Exhibit No.	Description
99.1	Press Release, dated December 1, 2022 (furnished herewith).
104	Cover Page Interactive Data File (formatted as Inline XBRL).

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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.

		LATTICE SEMICONDUCTOR CORPORATION
		By:	/s/ Tracy Feanny
Date:	December 1, 2022		Tracy Feanny Senior Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated December 1, 2022 (furnished herewith).
104	Cover Page Interactive Data File (formatted as Inline XBRL).

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EX-99.1

Exhibit 99.1

MEDIA CONTACT:	INVESTOR CONTACT:
Sophia Hong	Rick Muscha
Lattice Semiconductor	Lattice Semiconductor
503-268-8786	408-826-6000
Sophia.Hong@latticesemi.com	Rick.Muscha@latticesemi.com

Lattice Semiconductor Appoints

Douglas Bettinger to Board of Directors

HILLSBORO, Ore. – Dec. 1, 2022 – Lattice Semiconductor (NASDAQ: LSCC), the low power programmable leader, today announced the appointment of Douglas Bettinger to the Company’s Board of Directors and Audit Committee effective December 2, 2022. Mr. Bettinger brings more than 30 years of financial and operational experience in the semiconductor industry.

Mr. Bettinger currently serves as Executive Vice President, Chief Financial Officer and Chief Accounting Officer at Lam Research (“Lam”), a manufacturer and provider of wafer fabrication equipment and services to the semiconductor industry. In this role, he oversees Lam’s finance, tax, treasury, investor relations, and information technology organizations.

Prior to joining Lam in 2013, Mr. Bettinger was the Senior Vice President and Chief Financial Officer of Avago Technologies Ltd. (currently Broadcom Inc.) and held a variety of executive finance positions with Xilinx, Inc., 24/7 Customer, and Intel Corp.

Mr. Bettinger holds a bachelor’s degree in economics from the University of Wisconsin in Madison, and an MBA degree in finance from the University of Michigan.

Jeff Richardson, Lattice's Chairman of the Board, commented, “We are very pleased to have Doug join our Board of Directors. His industry experience, financial leadership and strategic accomplishments are significant. We look forward to Doug’s contributions as Lattice continues to execute on its long-term growth strategy.”

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Forward-Looking Statements Notice:

The foregoing paragraphs contain forward-looking statements that involve estimates, assumptions, risks and uncertainties. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. Such forward-looking statements include, but are not limited to, statements relating to the Company’s continued execution on its long-term growth strategy. Other forward-looking statements may be indicated by words such as “will,” “could,” “should,” “would,” “may,” “expect,” “plan,” “project,” “anticipate,” “intend,” “forecast,” “future,” “believe,” “estimate,” “predict,” “propose,” “potential,” “continue” or the negative of these terms or other comparable terminology.

Actual results may differ materially from our expectations and are subject to risks and uncertainties that relate more broadly to our overall business, including those risks more fully described in Lattice’s filings with the SEC including its Annual Report on Form 10-K for the fiscal year ended January 1, 2022, and Lattice’s quarterly reports filed on Form 10-Q. Lattice believes these and other risks and uncertainties could cause actual results to differ materially from the forward-looking statements. You should not unduly rely on forward-looking statements because actual results could differ materially from those expressed in any forward-looking statements. In addition, any forward-looking statement applies only as of the date on which it is made. The Company does not intend to update or revise any forward-looking statements, whether as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

About Lattice Semiconductor Corporation:

Lattice Semiconductor (NASDAQ: LSCC) is the low power programmable leader. We solve customer problems across the network, from the Edge to the Cloud, in the growing communications, computing, industrial, automotive, and consumer markets. Our technology, long-standing relationships, and commitment to world-class support let our customers quickly and easily unleash their innovation to create a smart, secure, and connected world.

For more information about Lattice, please visit www.latticesemi.com. You can also follow us via LinkedIn, Twitter, Facebook, YouTube, WeChat, Weibo or Youku.

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XML

Document And Entity Information	Nov. 30, 2022
Document Information [Line Items]
Entity, Registrant Name	Lattice Semiconductor Corporation
Document, Type	8-K
Document, Period End Date	Nov. 30, 2022
Entity, Incorporation, State or Country Code	DE
Entity, File Number	000-18032
Entity, Tax Identification Number	93-0835214
Entity, Address, Address Line One	5555 NE Moore Court
Entity, Address, City or Town	Hillsboro
Entity, Address, State or Province	OR
Entity, Address, Postal Zip Code	97124
City Area Code	503
Local Phone Number	268-8000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	LSCC
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000855658