{"url_path":"/sec/algm/8-k/2026-06-18/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-18","source_url":"https://www.sec.gov/Archives/edgar/data/866291/0001193125-26-275011-index.html","accession_number":"0001193125-26-275011","cik":"0000866291","ticker":"ALGM","issuer_name":"ALLEGRO MICROSYSTEMS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/866291/0001193125-26-275011-index.html","primary_entity_key":"0000866291","primary_entity_name":"ALLEGRO MICROSYSTEMS, INC."},"word_count":444,"has_tables":true,"body_markdown":"## Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nOn June 17, 2026, at the recommendation of the Nominating and Governance Committee (“NGC”) of the Board of Directors (the “Board”) of Allegro MicroSystems, Inc. (the “Company”) and in accordance with the Second Amended and Restated Stockholders Agreement, dated as of July 23, 2024, by and among the Company and Sanken Electric Co., Ltd. (the “Stockholders Agreement”), the Board took the following actions, each of which was effective on June 17, 2026: (i) expanded the size of the Board to 11 directors; (ii) elected Brian C. White to the Board as a Class III Director pursuant to Section 1(c) of the Stockholders Agreement, to serve until the Company’s 2026 annual meeting of shareholders (the “2026 Annual Meeting”) and until his successor is duly elected and qualified; and (iii) appointed Mr. White to serve as a member of the Board’s Audit Committee and as a member of the Board’s Compensation Committee. Additionally, in light of Richard R. Lury’s and Susan D. Lynch’s previously disclosed decisions not to stand for reelection at the 2026 Annual Meeting, the Board approved a decrease in the size of the Board from 11 to nine directors, effective immediately following the 2026 Annual Meeting.\n\nThe Board has determined that Mr. White qualifies as an independent director pursuant to the rules of The Nasdaq Stock Market. The Board has also determined that Mr. White meets the enhanced independence requirements for audit committee members under Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules of The Nasdaq Stock Market, and that Mr. White qualifies as an “audit committee financial expert” as defined by the applicable Securities and Exchange Commission (“SEC”) regulations. The Board has further determined that Mr. White meets the enhanced independence requirements for compensation committee members under the rules of The Nasdaq Stock Market.\n\nIn connection with his election, the Company entered into an indemnification agreement with Mr. White providing for the indemnification of and advancement of expenses permitted by Delaware law for claims, suits or proceedings arising out of a director’s service to the Company.\n\nMr. White will receive the same fees for his service on the Board and its committees as the Company’s other non-employee directors, in accordance with the Company’s director compensation program. The Company’s current director compensation program was filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on January 30, 2026. Annual cash compensation and restricted stock awards will be pro-rated from the date of Mr. White’s election to the Board."}