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 ☒ Filed by a Party other than the
Registrant ☐
Check the appropriate box:
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☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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☐
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to
§240.14a-12
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INVENSENSE, 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):
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☒
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No fee required.
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☐
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Fee computed on table below per Exchange Act Rules
14a-6(i)(1)
and
0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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☐
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Supplement
To
Proxy Statement Dated
March 27, 2017
For
SPECIAL MEETING OF STOCKHOLDERS
OF
INVENSENSE, INC.
TO BE HELD ON MAY 17, 2017
The date of this Supplement is May 5, 2017.
InvenSense, Inc. (“InvenSense,” “we” and “us”) is furnishing this supplement dated May 5,2017 to the
proxy statement filed by InvenSense with the Securities and Exchange Commission (“SEC”) on March 28, 2017, as supplemented through the date hereof (the “proxy statement”), in connection with the special meeting of InvenSense
stockholders to be held on Wednesday, May 17, 2017, at 10:00 a.m. local time.
The following information supersedes and
supplements any information in the proxy statement relevant to the applicable topic. Except as specifically supplemented by the information contained in this supplement, all information set forth in the proxy statement remains unchanged. We urge you
to read this supplement carefully and in its entirety together with the proxy statement. Any page references listed below are references to pages in the proxy statement, not this supplement to the proxy statement. Capitalized terms used herein but
not defined shall have the meanings ascribed to such terms in the proxy statement.
On May 1, 2017, we entered into a separation
agreement (the “Separation Agreement”) with Mozafar Maghsoudnia, pursuant to which, subject to the closing of the Merger, Mr. Maghsoudnia will resign from employment with InvenSense on the closing date of the Merger. Pursuant to the
Separation Agreement, subject to Mr. Maghsoudnia’s employment with InvenSense until the closing of the Merger, his resignation from employment with InvenSense on the closing date, and his execution of a release of claims,
Mr. Maghsoudnia will become entitled to receive the cash severance payments, accelerated vesting of his equity awards and reimbursement of monthly COBRA healthcare premiums paid by him as provided in his existing Executive Change in Control and
Severance Agreement, as more fully described on page 75 of the proxy statement, under the heading “Executive Change in Control and Severance Agreements.” Information regarding the amounts of such severance benefits can be found on page 78
of the proxy statement, in the first table under the heading “Golden Parachute Compensation,” as such table is amended for Mr. Maghsoudnia by this supplement. Pursuant to the terms of the release of claims, Mr. Maghsoudnia will
not be entitled to the benefits provided for in his letter agreement with the Company previously entered into in connection with the Merger. To reflect the elimination of Mr. Maghsoudnia’s letter agreement, the proxy statement is hereby
amended as set forth below, which includes certain updates to the compensation disclosures for Mr. Maghsoudnia in the tables on pages 74 and 78 and the second table on page 79, and assume that the Merger is consummated on May 18, 2017.
The text on page 6, under the heading “Accelerated Vesting for Certain Awards,” is hereby amended by replacing the reference to
“Messrs. Abdi, Goehl and Maghsoudnia” with “Messrs. Abdi and Goehl”.
The text on page 70, under the heading
“Accelerated Vesting for Certain Awards,” is hereby amended by replacing the reference to “Messrs. Abdi, Goehl and Maghsoudnia” with “Messrs. Abdi and Goehl”.
The text on page 71, under the heading “Positions with the Surviving Corporation,” is hereby amended by replacing the reference to
“Messrs. Abdi, Goehl and Maghsoudnia” with “Messrs. Abdi and Goehl”.
The text on page 72, under the heading
“Equity-Based Awards,” is hereby amended by replacing the reference to “Messrs. Abdi, Goehl and Maghsoudnia” with “Messrs. Abdi and Goehl”.
The text on page 74, under the heading “Payments for Vested Equity-Based Awards for Named Executive Officers,” is hereby amended by
replacing the reference to “Messrs. Abdi, Goehl and Maghsoudnia” with “Messrs. Abdi and Goehl”.
The entry for Mozafar Maghsoudnia on page 74, in the table under the heading “Payments for
Vested Equity-Based Awards for Named Executive Officers,” is hereby amended to read as follows:
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Name
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Cash
Payment
for
Vested
Options
($)
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Cash
Payment
for Vested
RSUs($)
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Cash Payment
for Vested
Shares of
Restricted
Stock ($)
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Total ($)
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Mozafar Maghsoudnia
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687,750
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—
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687,750
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The text on page 74, immediately below the table under the heading “Payments for Vested Equity-Based
Awards for Named Executive Officers,” is hereby amended by replacing the reference to “Messrs. Abdi, Goehl and Maghsoudnia” with “Messrs. Abdi and Goehl”, and adding a new last sentence that provides as follows:
“Notwithstanding the foregoing, the total cash payments above for Mr. Maghsoudnia, as updated by the supplement dated May 5, 2017 to the proxy
statement, assume that the Merger is consummated on May 18, 2017.”
The text on page 76, in the last paragraph under the heading
“Executive Change in Control and Severance Agreements,” is hereby amended by replacing the reference to “Messrs. Abdi, Goehl and Maghsoudnia” with “Messrs. Abdi and Goehl”.
The text on page 76, in the first paragraph under the heading “Letter Agreements,” is hereby amended by replacing both references to
“Messrs. Abdi, Goehl and Maghsoudnia” with “Messrs. Abdi and Goehl”, and by replacing the reference to “20%, 25% and 42%” with “20% and 25%”.
The text on page 78, in the first paragraph under the heading “Golden Parachute Compensation,” is hereby amended by adding a new
fifth sentence that provides as follows:
“Notwithstanding the foregoing, the amounts listed below for Mr. Maghsoudnia, as updated by the
supplement dated May 5, 2017 to the proxy statement, assume that the Merger is consummated on May 18, 2017.”
The entry for
Mozafar Maghsoudnia on page 78, in the first table under the heading “Golden Parachute Compensation,” is hereby amended to read as follows:
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Name
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Cash
($)(1)
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Equity
($)(2)
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Pension/
NQDC
($)
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Perquisites/
Benefits
($)(3)
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Tax
Reimbursements
($)
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Other
($)(4)
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Total
($)
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Mozafar Maghsoudnia
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480,000
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2,392,250
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—
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41,691
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—
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—
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2,913,941
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The entry for Mozafar Maghsoudnia on page 79, in the second table under the heading “Golden Parachute
Compensation,” is hereby amended to read as follows:
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Name
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Salary
Component
($)
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Bonus
Component
($)
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Retention
Bonus
Component
($)
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Additional
Retention
Bonus
Component
($)
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Total
($)
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Mozafar Maghsoudnia
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320,000
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160,000
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—
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—
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480,000
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2
The entry for Mozafar Maghsoudnia on page 79, in the third table under the heading “Golden
Parachute Compensation,” is hereby amended to read as follows:
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Cash Payment for “Single-Trigger”
Awards
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Cash Payment for “Double-
Trigger” Awards
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Name
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Unvested
Options($)
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Unvested
RSUs($)
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Unvested
Shares of
Restricted
Stock($)
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Unvested
Options($)
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Unvested
RSUs($)
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Unvested
Shares of
Restricted
Stock($)
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Total
Cash
Payment
for
Unvested
Options,
Unvested
RSUs and
Unvested
Shares of
Restricted
Stock($)
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Mozafar Maghsoudnia
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—
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—
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—
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1,459,500
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932,750
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—
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2,392,250
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The text on page 87, in the third paragraph under the heading “Effect on Stock Options, RSUs and Shares
of Restricted Stock,” is hereby amended by replacing the reference to “Messrs. Abdi, Goehl and Maghsoudnia” with “Messrs. Abdi and Goehl”.
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