Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 28, 2019




(Exact name of registrant as specified in its charter)




Delaware   001-36343   20-1446869

(State or other jurisdiction

of incorporation)



File Number)

  (IRS Employer
Identification No.)

3 West Plumeria Drive

San Jose, CA 95134

(Address of principal executive offices, including zip code)

(408) 325-8668

(Registrant’s telephone number, including area code)

Not Applicable

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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

(e)    On March 28, 2019, the Compensation Committee of our Board of Directors (the “Committee”) approved a decrease in the annual base salary of our current Chief Technology Officer, Rajkumar Jalan, from $271,688 to $6,240, effective as of April 1, 2019 and for the remainder of the fiscal year ending December 31, 2019. The change was made at Mr. Jalan’s request such that the balance of his intended salary could be reallocated by the Committee to be used for expenses for the engineering department generally. Mr. Jalan’s new salary is intended to cover the cost of his health benefits.

Starting January 1, 2020, Mr. Jalan’s annual base salary shall be $300,000, subject to possible modification as part of the Company’s normal annual executive compensation review process for fiscal 2020.


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.





/s/ Robert Cochran

  Robert Cochran
  Executive Vice President, Legal and Corporate Collaboration and Secretary

Date: April 1, 2019